Elon Musk Seeks Tesla Shareholder Vote on Moving Incorporation To Texas

Elon Musk has on Thursday, announced that Tesla will hold a shareholder vote to transfer its state of incorporation to Texas from Delaware, days after a judge invalidated his $56 billion pay package at the electric vehicle (EV) maker.

On Tuesday, Delaware judge Kathaleen McCormick called the 2018 share-based pay package, the largest in corporate America, “an unfathomable sum” that was unfair to shareholders and found it was negotiated by directors who appeared beholden to Musk.

“Never incorporate your company in the state of Delaware,” Musk posted on social media X shortly after the ruling and also started a poll asking if Tesla should now incorporate in Texas.

 More than 87% of the over 1.1 million votes cast were in favor of the shift.

“The public vote is unequivocally in favor of Texas! Tesla will move immediately to hold a shareholder vote to transfer the state of incorporation to Texas,” Musk said in his latest post on X.

Musk has more than a small interest in Texas.

He shifted Tesla’s corporate headquarters from Palo Alto, California to Austin, Texas in 2021 after criticizing California’s regulations and taxes, and also clashing with health officials at the start of the COVID-19 pandemic over reopening a factory in Fremont.

One of the EV maker’s gigafactories is in Texas, where it is also planning an over $750 million expansion. It is also building a lithium refinery in the state, aiming to produce enough for about 1 million EVs by 2025.

Musk’s other companies, like SpaceX and The Boring Company, also have operations in Texas.

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