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Elon Musk wins back his huge Tesla payday in overwhelming shareholder vote

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Elon Musk wins back his huge Tesla payday in overwhelming shareholder vote


DETROIT — 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.


What You Need To Know

  • The package is likely to remain tied up in the Delaware Chancery Court for months as Tesla appeals the rejection
  • The company sought the votes after a Delaware judge threw out the pay package in January
  • Tesla last valued the package at $44.9 billion in an April regulatory filing
  • The favorable vote doesn’t mean CEO Musk will get the all-stock compensation anytime soon

Vote totals weren’t immediately announced at Tesla’s annual stockholders’ meeting, but the company said they voted for Musk’s compensation plan, which initially was approved by the board and stockholders six years ago.

The favorable vote doesn’t necessarily mean that Musk 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 rejection by a Delaware judge.

Tesla last valued the package 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 40% in the last 12 months.

Chancellor Kathaleen St. Jude McCormick ruled in January in a shareholder’s 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.

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Tesla has said it would appeal, but asked shareholders to reapprove the package at Thursday’s annual meeting.

A separate issue to move the company’s legal home to Texas to avoid the courts in Delaware, where Tesla is registered as a corporation.

“Its incredible,” a jubilant Musk told the crowd gathered at Tesla’s headquarters and large factory in Austin, Texas. “I think we’re not just opening a new chapter for Tesla, we’re starting a new book.”

Legal experts say the issue of Musk’s pay will still be decided in Delaware, largely because Musk’s lawyers have assured McCormick that they won’t try to move the case to Texas.

But they differ on whether the new approval of the pay package will make it easier for Tesla to get it approved.

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Charles Elson, a retired professor and founder of the corporate governance center at the University of Delaware, said he doesn’t think the vote will influence McCormick, who issued a decision based on the law.

McCormick’s 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 “in my view it does not affect the ruling.”

John Lawrence, a Dallas-based lawyer with Baker Botts who defends corporations against shareholder lawsuits, agreed that the vote doesn’t 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’t legally binding, Lawrence said.

The vote, he said, was done under Delaware law and should be considered by the judge.

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“This shareholder vote is a strong signal that you now have an absolutely well informed body of shareholders,” he said. “The judge in Delaware still could decide that this doesn’t change a thing about her prior ruling and doesn’t 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.”

If the ruling stands, then Musk likely will appeal to the Delaware Supreme Court, Lawrence said.

After the votes were announced, Musk began telling shareholders about new developments in the company’s “Full Self-Driving” system. He has staked the company’s future on development of autonomous vehicles, robots and artificial intelligence.

“Full Self-Driving” keeps improving with new versions, and there’s no question it will exceed the safety of human drivers, Musk said without giving a time frame.

“This is actually going to work. This is going to happen. Mark my words, this is just a matter of time,” he said.

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Despite its name, “Full Self-Driving” can’t drive itself, and the company says human drivers must be ready to intervene at all times. Tesla’s “Full Self-Driving” 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, Musk said the system should be ready in 2023.

Since 2021, Tesla has been beta-testing “Full Self-Driving” 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.



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Austin, TX

Photo of the Week: Texas K-9 care

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Photo of the Week: Texas K-9 care


EMS1 Staff comprises experienced writers, editors, and EMS professionals dedicated to delivering trusted, timely, and actionable information and resources for public safety. EMS1 Staff is committed to equipping EMS providers with the knowledge and resources they need to excel in pre-hospital care. With a focus on delivering breaking news, expert advice, and practical tools, our team ensures EMTs and paramedics have access to reliable information that supports their professional growth and enhances patient outcomes.

Interested in expert-driven resources delivered for free directly to your inbox? Subscribe for free to any our our EMS1 newsletters.

You can also connect with us on YouTube, Instagram, X, Facebook, and LinkedIn.





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Australia mass shooting: Brother of Texas rabbi injured in attack speaks at Austin ceremony

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Australia mass shooting: Brother of Texas rabbi injured in attack speaks at Austin ceremony


In the wake of the Australia attack on Bondi Beach, Jewish community members flocked to join Governor Greg Abbott in the annual Hanukkah tradition, which looked different this year.

The traditional lighting of the menorah at the Capitol is typically held outside. However, with the recent attack, everyone piled into the Governor’s reception room for security reasons.

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The backstory:

There was a weight in the air you could almost feel as members of the Jewish community gathered for the annual Texas Capitol Menorah Lighting Ceremony.

The celebration comes only days after two gunmen killed 15 people and injured about 40 others at a Hanukkah event in Sydney, Australia.

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“We have enhanced security, making sure celebrations will take place peacefully and respectfully,” said Governor Greg Abbott.

The terror attack hits home for many. One of the victims is a fellow Texan, Rabbi Liebel Lazaroff, who remains in the ICU fighting for his life.

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“An attack on Jews anywhere is an attack on us.”

Rabbi Liebel Lazaroff and his father. 

Liebel’s siblings drove in from College Station, and his brother, Rabbi Menachem Lazaroff, spoke about his brother’s heroic actions on Bondi Beach.

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“[Liebel] saw, close by, an Australian police officer who was injured and critically bleeding,” said Rabbi Menachem Lazaroff. “He ran over to him, took the shirt off his back, and applied a tourniquet and saved the man’s life.”

Liebel was shot twice while trying to save the Australian police officer. All of this unfolded as Liebel’s boss and mentor died right next to him. He was identified as Rabbi Eli Schlanger.

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“[Liebel] said, ‘I could’ve saved the rabbi,’” said Rabbi Menachem Lazaroff. “[Liebel] said ‘Rabbi Schlanger has a family, a wife and children. I’m just a young boy. I could have done something, and I wish I would’ve done more.’”

The 20-year-old rabbi has undergone several surgeries and has more ahead of him before he can begin what will be a long road to recovery.

“He’s a good man, and he’s tough, but it definitely made me emotional for sure, and I’m proud of him,” said Rabbi Menachem Lazaroff. “I’m proud of who he is and what he represents.”

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During the eight days of Hanukkah, one candle is lit each night until all eight are burning. On Thursday night, the fifth candle was lit, the symbolic transition of there being more light than darkness.

​The Lazaroff family is seeking donations to cover Liebel’s medical bills. Here’s a link if you would like to help.

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The Source: Information from statements at the Texas Capitol Menorah Lighting Ceremony and previous FOX 7 Austin coverage

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Austin, TX

Holiday gifts at 44 Farms

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Holiday gifts at 44 Farms


If you’re still looking for last minute gift ideas, how about a box of steaks this Christmas? That’s what 44 Farms has been offering up since 1909 here in Texas. Good Day Austin’s Tierra Neubaum has more from Lockhart.



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