DETROIT (AP) 鈥 Tesla shareholders voted Thursday to restore CEO Elon Musk's record $44.9 billion pay package that was thrown out by a Delaware judge earlier this year, sending a strong vote of confidence in his leadership of the world's largest electric vehicle maker.
The favorable vote doesn鈥檛 necessarily mean that will get the all-stock compensation anytime soon. The package is likely to remain tied up in the Delaware Chancery Court and Supreme Court for months as Tesla tries to overturn the Delaware judge's rejection.
Musk has raised doubts about his future with Tesla this year, writing on X, the social media platform he owns, that he wanted a in the company in order to stop him from taking artificial intelligence development elsewhere. The higher stake is needed to control the use of , he has said.
Tesla also has struggled with falling sales and profit margins as demand for electric vehicles slows worldwide.
But at the company's annual meeting Thursday in Austin, Texas, Musk reassured shareholders that he will stick around, telling them he can't sell any stock in the compensation package for five years.
鈥淚t's not actually cash, and I can't cut and run, nor would I want to,鈥 he said.
The company said late Thursday that shareholders had voted for Musk's compensation plan, which initially was approved by the board and stockholders six years ago.
Tesla last valued the at $44.9 billion in an April regulatory filing. It was once as much as $56 billion but has declined in value in tandem with Tesla's stock, which has dropped about 25% so far this year.
Chancellor Kathaleen St. Jude McCormick ruled in January in a shareholder鈥檚 lawsuit that Musk essentially controlled the Tesla board when it ratified the package in 2018, and that it failed to fully inform shareholders who approved it the same year.
Tesla has said it would appeal, but asked shareholders to reapprove the package at Thursday鈥檚 annual meeting.
A separate vote approved moving the company鈥檚 legal home to Texas to avoid the courts in Delaware, where Tesla is registered as a corporation.
鈥淚ts incredible," a jubilant Musk told the crowd gathered at Tesla's headquarters and large factory in Austin, Texas. 鈥淚 think we鈥檙e not just opening a new chapter for Tesla, we鈥檙e starting a new book.鈥
Musk and Tesla didn鈥檛 win everything. Shareholders approved measures that trimmed board member terms from three years to one and cut the required vote on shareholder proposals to a simple majority.
Legal experts say the issue of Musk鈥檚 pay will still be decided in Delaware, largely because Musk鈥檚 lawyers have assured McCormick they won鈥檛 try to move the case to Texas.
But they differ on whether the new ratification of the pay package will make it easier for Tesla to get it approved.
Charles Elson, a retired professor and founder of the corporate governance center at the University of Delaware, said he doesn鈥檛 think the vote will influence McCormick, who issued a decision based on the law.
McCormick鈥檚 ruling essentially made the 2018 compensation package a gift to Musk, Elson said, and that would need unanimous shareholder approval, an impossible threshold. The vote, he said, is interesting from a public perception standpoint, but 鈥渋n my view it does not affect the ruling.鈥
John Lawrence, a Dallas-based lawyer with Baker Botts who defends corporations against shareholder lawsuits, agreed the vote doesn鈥檛 end the legal dispute and automatically give Musk the stock options. But he says it gives Tesla a strong argument to get the ruling overturned.
He expects Musk and Tesla to argue that shareholders were fully informed before the latest votes, so McCormick should reverse her decision. But the plaintiff in the lawsuit will argue that the vote has no impact and isn鈥檛 legally binding, Lawrence said.
The vote, he said, was done under Delaware law and should be considered by the judge.
鈥淭his shareholder vote is a strong signal that you now have an absolutely well-informed body of shareholders,鈥 he said. 鈥淭he judge in Delaware still could decide that this doesn鈥檛 change a thing about her prior ruling and doesn鈥檛 require her to make any different ruling going forward. But I think it definitely gives Tesla and Musk strong ammunition to try to get her to revisit this.鈥
If the ruling stands, then Musk likely will appeal to the Delaware Supreme Court, Lawrence said.
Multiple institutional investors have come out against Musk鈥檚 sizeable payout, some citing the company鈥檚 recent . But analysts said votes by individual shareholders likely put Musk鈥檚 pay over the top.
Early Friday, Tesla disclosed that shareholders voted for Musk's pay package by 1,760,780,650 to 528,908,419, with about 77% of all votes in favor. The company's shares jumped 3% by the time the markets closed Thursday and were up 1.2% in premarket trading early Friday.
After the votes were announced, Musk began telling shareholders about new developments in the company's 鈥淔ull Self-Driving鈥 system. He has staked the company's future on development of autonomous vehicles, robots and artificial intelligence.
鈥淔ull Self-Driving鈥 keeps improving with new versions, and its safety per mile is better than human drivers, Musk said.
"This is actually going to work. This is going to happen. Mark my words, this is just a matter of time,鈥 he said.
Despite its name, 鈥淔ull Self-Driving鈥 can鈥檛 drive itself, and the company says human drivers must be ready to intervene at all times. Tesla鈥檚 鈥淔ull Self-Driving鈥 hardware went on sale late in 2015, and Musk has used the name ever since as the company gathered data to teach its computers how to drive.
In 2019, Musk promised a fleet of autonomous robotaxis by 2020, and he said in early 2022 that the cars would be autonomous that year. In April of last year, Musk said the system should be ready in 2023.
Since 2021, Tesla has been beta-testing 鈥淔ull Self-Driving鈥 using volunteer owners. U.S. safety regulators last year made Tesla recall the software after finding that the system misbehaved around intersections and could violate traffic laws.
Musk also said the company is making huge progress on its Optimus humanoid robot. Currently it has two working at its factory in Fremont, California, that take battery cells off a production line and put them in shipping containers, he said.
Despite laying off the team working on Tesla鈥檚 Supercharger electric vehicle charging network, Musk said he thinks the company will deploy more chargers this year 鈥渢hat are actually working鈥 than the rest of the industry. In the second half of the year, he expects to spend $500 million on Superchargers, Musk said.
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Hamilton reported from San Francisco.
