Newsletter Monday, November 18

The automaker, which has traditionally avoided advertising, has even spent some money on ads calling for Tesla investors to vote in favor of the compensation plan. Tesla showed in a filing with the Securities and Exchange Commission it had paid for some ads on Google, as well as through Musk’s social media site X.

“You deserve the final say on matters affecting your investment in Tesla,” one ad on X reads. “Vote FOR the protection of stockholder rights and to preserve present and future value creation by supporting Tesla proposals 3 and 4.”

The company aims to pass two separate proposals, one moving its state of incorporation from Delaware to Texas and another reapproving Musk’s pay, which was struck down by a Delaware judge earlier this year. In January, when the pay plan was voided, Court of Chancery Judge Kathleen St. J. McCormick said that Musk had undue influence over the package due to his close ties to several board members and said Musk’s influence over Tesla’s board resulted in an “unfair price.”

A spokesperson for Tesla did not immediately respond to a request for comment.

Musk does not receive a salary from Tesla and his pay package centered on a series of goalposts around the carmaker’s financial growth. The compensation plan was initially set in place in 2018. Specifically, it involves a 10-year grant of 12 tranches of stock options which are vested when Tesla hits specific targets. When each milestone is passed, Musk gets stock equal to 1% of outstanding shares at the time of the grant. Tesla has accomplished all of the 12 targets as of 2023, according to the carmaker.

The package was valued at around $55 billion at the time it was struck down by the judge.

The ad spending is one of several methods Tesla is using to attempt to push shareholders to vote in favor of the proposal. On Wednesday, The Wall Street Journal reported that Tesla’s board chair, Robyn Denholm, plans to spend the weeks leading up to the shareholder vote on June 13 traveling in order to drum up support for the initiative. Separately, Bloomberg reported on Wednesday that Tesla had brought on a strategic advisor to promote the agenda.

Earlier in May, Denholm even sat down for a video promoting the pay plan.

“We don’t believe one judge’s opinion should void the will of millions of votes cast by all of the owners of the company,” the Tesla chair said in the video. “So once again, we’re asking you to make your voices heard by voting for the ratification of the 2018 performance award.”

Do you work for Tesla or have a tip? Reach out to the reporter via a non-work email and device at gkay@businessinsider.com or 248-894-6012

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