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How Tesla Shareholders Upheld Elon Musk’s Sky-High Pay

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How Tesla Shareholders Upheld Elon Musk’s Sky-High Pay

Tesla shareholders on Thursday voted to reaffirm a roughly $48 billion compensation package for Elon Musk, which was originally approved in 2018 and was nullified by a judge early this year.

How the vote on Elon Musk’s compensation broke down

Source: Company disclosure

Note: The compensation vote required a majority of votes cast to pass and excluded shares held by Elon Musk and his brother, Kimbal.

By Lily Boyce

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The vote, which comes as executive pay continues to rise, amounted to a referendum on a corporate leader whose firebrand personality helped popularize electric vehicles and make Tesla the most valuable auto company. Mr. Musk’s pay package helped him become one of the richest people in the world.

But recently, Tesla has begun to show signs of struggle: Sales and profit have declined, and the company has lost market share as other automakers produce more E.V.s. Tesla’s stock price is less than half of its peak in late 2021.

Thursday’s vote arose from a court case in Delaware, where the company is incorporated, that voided Mr. Musk’s pay package. The judge in that case ruled in January that Mr. Musk had largely dictated the terms of his pay to a board of directors stacked with allies, close friends and his brother, Kimbal Musk.

Many investors contend that Mr. Musk has deserved every penny. The compensation package shareholders approved in 2018 consisted of stock options conditional on ambitious sales and stock price targets that the company easily surpassed.

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For Mr. Musk and Tesla, the reason to hold a vote was to show that if shareholders backed the pay package again, the Delaware court could be persuaded to reinstate it. In the end, Mr. Musk easily prevailed, with more than 70 percent of voting shares in favor of the package — an almost identical proportion to the 2018 vote.

Vanguard, whose 7 percent stake in Tesla makes it the company’s second-largest shareholder after Mr. Musk, voted in favor of the pay award despite voting against it in 2018.

Other large investors argued that Mr. Musk’s compensation was far too large, especially when the company’s bottom line has suffered. Norges Bank, the world’s largest sovereign wealth fund, and California’s public employee retirement system, the largest U.S. pension fund, both opposed the package.

Tesla, however, is a rare big public company whose shares are heavily owned by mom-and-pop investors, rather than big financial firms, high-net-worth individuals or company insiders.

Small investors hold almost half of Tesla’s shares

The 11 largest companies in the S&P 500, ordered by proportion of non-institutional and insider investors among shareholders

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Source: S&P Capital IQ

Note: Composition data as of Tuesday, June 11.

By Lily Boyce

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Some analysts suggested that given Mr. Musk’s fan base, such a large share of so-called retail investors could have helped his case for retaining his compensation package.

The debate about Mr. Musk’s compensation raised questions about the limits of executive compensation and the accountability of Silicon Valley billionaires whose wealth gives them vast influence. In addition to running Tesla, Mr. Musk owns X, the social media company, and SpaceX, the rocket company whose Starlink internet satellites account for much of what orbits space.

The automaker has been accused in recent years of fostering hazardous or discriminatory working conditions, and some investors suggested that Tesla’s board lacked serious oversight of the company’s operations, including the mercurial Mr. Musk.

Shareholders on Thursday also voted on whether Tesla should reincorporate in Texas, rather than remain in Delaware. That vote also passed.

How shareholders voted on moving to Texas

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Source: Company disclosure

Note: The reincorporation vote required a majority of votes from all shareholders to pass.

By Lily Boyce

More than two-thirds of Fortune 500 companies are incorporated in Delaware, according to Bernstein, the research firm, in part because of the state’s well-established legal system for companies.

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Mr. Musk and Tesla argued that moving to Texas better aligned with its operations: Its largest factory is in Austin, which is where Thursday’s meeting was held.

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Child safety groups want FTC to investigate Roblox

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Child safety groups want FTC to investigate Roblox

Child safety advocates say the massively popular gaming platform Roblox could be bad for kids.

Fairplay and the National Center on Sexual Exploitation have requested the Federal Trade Commission to investigate if the games on Roblox are designed to make kids spend an unhealthy amount of time and money on their screens.

Roblox’s core users are young kids.

In a letter submitted to the FTC, the groups argue that Roblox’s engagement-maximizing design features, virtual currency system, and voice and text chat communication features are inappropriate for the platform’s user base and pose a substantial risk of harm.

“Alone and in combination, these three components capitalize on young users’ developmental vulnerabilities, exploit their desire for authentic self-expression, monetize their lack of impulse control, and turn in-game purchasing power into a form of social status,” the groups noted in the letter submitted Thursday to the FTC.

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Roblox allows the purchase of virtual assets — clothing and dance moves, for example — which can only be purchased with the platform’s in-game currency, Robux. The platform obscures the exchange rate between dollars and the in-game currency, leaving young players to navigate a complex system of fluctuating conversion rates that increases the amount of real-world money players spend, according to the letter.

For instance, players can receive more Robux per dollar by purchasing larger bundles of currency or buying a “Roblox Premium” subscription, making it harder for children to perform financial calculations on how much they are spending on the platform.

The letter pointed to instances of unexpected Roblox charges, as one parent discovered that his daughter spent more than $5,000 on Roblox without understanding that she was spending real money.

The letter also outlined examples of “scarcity marketing” techniques that increase demand through limited-quantity assets and time-based reward to drive sales of virtual items, driving a false sense of urgency. Some see it as a strong-arm sales technique that should not be used on children:

“Items only available for a limited time encourage both rapid purchases and returning to the platform frequently — sometimes multiple times per day — to avoid missing out on items,” the letter said.

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A Roblox spokesperson said that the company “strongly disputes these claims. Our platform is designed to provide a positive, healthy and enjoyable experience — we build for fun and connection, not short-term engagement. While no system can be perfect, we have a set of safeguards designed to support a safe and civil environment, and clear policies for game creators that require fair treatment of players.”

The groups pointed out that third-party games developed on Roblox are designed to profit from in-game purchases, and have “gambling-like” engagement mechanisms such as lootboxes, in which players cannot see what’s inside until after they have purchased it — and the items vary in value.

“We have clear policies prohibiting both actual and simulated gambling, and a set of rules governing how game creators can use gameplay mechanics like paid random items,” the Roblox spokesperson said. “Most games on Roblox are free to play and no one is required to purchase Robux. In the first quarter of 2026, only 1.4% of our 132 million daily active users were payers on the platform.”

The letter also alleged that the voice and text chat features on the platform expose children to sexual content, and argue that recent changes to age checks have not eliminated opportunities for adult-minor contact.

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The Homesteading Mother of 6 Taking On Big Tech

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The Homesteading Mother of 6 Taking On Big Tech

Everyone will know more, he told me, when Quantica signs a contract with a tech company to use the facility. That announcement could come by the end of the year.

Besides, Mr. Peterson said, much of the apprehension over the data center comes from people who are afraid of A.I. more broadly, as if “Big Brother is going to take over,” he said.

Those people, he added, “have no role in this conversation.”

What Mr. Peterson could tell me now, he said, was that the project would have minimal impact on the land and the people who live nearby. And residents wouldn’t have to pay a thing for it. He offered no guarantees, but said the project would bring its own power — at least some of it from solar and natural gas.

Despite what opponents have been saying, and despite the information gleaned from data centers around the world, Mr. Peterson said the Broadview site would need “not that terribly much” water.

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It will bring jobs, he said. Thousands of temporary workers could descend on Broadview for the construction. The number of permanent jobs would be 30, 40, 100 — he doesn’t know for sure. But he described them as good-paying jobs that would not require specialized training or a college education. Jobs like janitors, maintenance workers or security guards.

He likened it to “being a miner, but not having to grab a drill.” Generations of families could stay in Broadview because people would not have to move to make a living, as many are doing now. They could say, “Oh my gosh, I could push a broom and come home to my home in Lavina that I love — and my kids can do that?”

For anyone who doesn’t like the idea of living next to a data center, he added, “there’s probably a county up the road that doesn’t have one.”

He said the eventual deal would include a “community benefits package,” which could help Broadview pay for things like its problematic wastewater lagoon. The Montana Department of Environmental Quality issued the town a violation in March for longstanding issues at the site, demanding compliance. Remediation could cost millions.

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Can Disney recapture the Force with ‘The Mandalorian and Grogu’?

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Can Disney recapture the Force with ‘The Mandalorian and Grogu’?

After a 6½-year hiatus from theaters, “Star Wars” returns to the big screen this weekend with “The Mandalorian and Grogu.”

This time around, however, the franchise faces a much different universe than it did in 2019 when the last film came out. For one, theatrical attendance has fallen dramatically since “Star Wars: Episode IX — The Rise of Skywalker” grossed more than $1 billion worldwide in the pre-pandemic days.

Then, there’s Walt Disney Co.-owned Lucasfilm’s own trajectory. In the last few years, new “Star Wars” stories have come only via streaming series on Disney+. And since the service debuted in 2019, the San Francisco-based studio pumped out 13 shows, including “The Mandalorian,” which inspired the film, though others received mixed reviews.

Lucasfilm is also under new leadership, as veterans Dave Filoni and Lynwen Brennan are now co-presidents after George Lucas’ handpicked successor, Kathleen Kennedy, stepped down this year.

It all adds up to a crucial question: Can the nearly 50-year-old franchise still delight its longtime fans, while bringing in new viewers to help it endure?

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“There’s a lot riding on this,” said Jeff Bock, box-office analyst at entertainment data and research firm Exhibitor Relations. “It’s close to a make-or-break strategic test … just to see if the modern ‘Star Wars’ is still viable theatrically.”

“The Mandalorian and Grogu” is expected to gross around $80 million in the U.S. and Canada for the four-day Memorial Day weekend, according to studio estimates.

That would rank among some of the top openings this year, including Amazon MGM Studios’ “Project Hail Mary” ($80.5 million) and Disney-owned 20th Century Studios’ “The Devil Wears Prada 2” ($76.7 million). Another big sci-fi installment, Warner Bros. Pictures and Legendary Entertainment’s “Dune: Part Two,” opened to $82.5 million in 2024.

But for a “Star Wars” movie, that’s considered low.

2019’s “The Rise of Skywalker,” for example, opened to $177 million, with 2015’s “The Force Awakens” and 2017’s “The Last Jedi” each debuting to more than $200 million. The $84-million opening for 2018’s “Solo: A Star Wars Story” was considered a disappointment at the box office.

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To be sure, theatrical expectations have changed dramatically since the pandemic, which altered moviegoers’ habits and trained many to wait and watch films at home.

“The Mandalorian and Grogu” also stems from a streaming series and does not continue the story line of the traditional “Star Wars” saga films that follow the Skywalker family. (The movie’s reported production budget of $166 million also makes it cheaper than its predecessors.)

And for Disney, box-office revenue will not be the only indicator of this film’s success.

Director Jon Favreau, left, and Pedro Pascal on the set of Lucasfilm’s “Star Wars: The Mandalorian and Grogu.”

(Nicola Goode / Lucasfilm Ltd. / Disney via Associated Press)

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The company expects the movie will boost other parts of its business, including streaming, its gaming collaboration with Fortnite and the all-important theme parks, where the film’s main characters appear at the Star Wars: Galaxy’s Edge-themed land, and the Millennium Falcon: Smugglers Run ride has been overlaid with a “Mandalorian and Grogu” storyline.

Then of course, there’s merchandise. (Famously, fans rushed to buy items of Grogu — known colloquially as Baby Yoda — after “The Mandalorian” show debuted in 2019, though products didn’t arrive for months. Once available, 13 million Grogu toys were sold in the two years after they were released, Disney has said.)

“It’s not using cinema in the way ‘Star Wars’ used cinema before,” said Carmelo Esterrich, a professor at the school of communication and culture at Columbia College Chicago, who has written about how “Star Wars” is a reflection of American culture. “It’s using the franchise of television and the power machine of Grogu to bring it to the big screen.”

Grogu’s appeal highlights an important goal for the franchise: expanding beyond its original fan base to new audiences. Although “The Mandalorian and Grogu” builds on storylines from the streaming show, the film was designed to be accessible to viewers who had never watched it.

“I hope that our excitement and joy and love of ‘Star Wars’ translates to a new generation of fans seeing it, experiencing it the way we did for a long time,” director Jon Favreau told an audience in April at the CinemaCon trade conference during a presentation about Disney’s film lineup.

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Early ticket sale tracking indicated strong interest from older men, who have historically been the core audience for “Star Wars” films. But after an extensive marketing campaign, Disney’s studio estimates now show audiences are younger, with more families and women represented.

To date, “The Mandalorian” is still the most popular Disney+ series. The show, which has run for three seasons, has won 15 Emmys, including for sound mixing and special effects. The critical and fan response, as well as the opportunity to explore new characters’ backstories, led Lucasfilm to choose this show to spin off into a movie, according to sources close to the studio.

Since the launch of the platform in November 2019, “The Mandalorian” and other “Star Wars” titles such as “The Acolyte” and the second season of “Andor” have seen relatively high audience demand, according to an analysis by Parrot Analytics, a firm that tracks streaming data. Despite several big hits, the average demand for live-action television series set in the galaxy far, far away have shown a slight downward trend over time.

In contrast, demand for live-action series from Disney-owned Marvel Studios has held stable since the premiere of its first streaming show, “WandaVision.” Though Marvel’s television offerings outnumber those of “Star Wars,” overall audience interest in the superhero shows is less than the biggest “Star Wars” hits and more comparable to some of Lucasfilm’s lesser-hyped titles, including “Skeleton Crew,” according to Parrot Analytics.

In the end, “The Mandalorian and Grogu” needs to keep audience interest in “Star Wars” on the big screen. Next year, Lucasfilm will release “Star Wars: Starfighter,” a film starring Ryan Gosling and directed by Shawn Levy of “Deadpool & Wolverine” that has generated great interest, particularly given Gosling’s turn in “Project Hail Mary.”

“This is a safe reentry point,” Bock of Exhibitor Relations said of “The Mandalorian” movie. “If Grogu can bring in the families and if ‘The Mandalorian’ continues to bring in the audiences of the old movies, maybe they can bridge these generations like classic ‘Star Wars’ once did.”

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