National Post

Investors urged to reject Musk pay deal

ADVISORY FIRM

- DANA HULL

Tesla Inc. shareholde­rs are being urged by a major proxy advisory firm to reject a proposed Us$56-billion pay package for chief executive Elon Musk, in a blow to the electric-vehicle maker’s board.

Glass Lewis & Co. made its recommenda­tion in a report released Saturday, citing the “excessive size” of the pay deal and the dilutive effect upon exercise.

“Mr. Musk’s slate of extraordin­arily time-consuming projects unrelated to the company was well-documented before the 2018 grant, and only expanded with his high-profile purchase of the company now known as X,” Glass Lewis said in the report.

The recommenda­tion to large institutio­nal investors may sway their vote over Musk’s pay at the carmaker’s June 13 annual meeting. If the proposal is rejected, the CEO may make good on threats to develop products outside of Tesla.

Next month’s vote will be the second time Musk’s pay package has been put before shareholde­rs. The remunerati­on deal was originally crafted in 2018, but earlier this year, a Delaware judge voided it, saying investors weren’t fully informed of key details.

If Tesla’s board can show the compensati­on deal still has broad support, it may help with a legal appeal of the ruling. On the other hand, a loss would be a major embarrassm­ent and demonstrat­e investors are losing faith in Musk’s leadership. The vote is only advisory, meaning Tesla can choose to ignore it.

About three-quarters of investors supported Musk’s pay deal six years ago. Glass Lewis recommende­d they reject the deal at that time, arguing it was too costly and would dilute other shareholde­rs.

Tesla has been seeking to counter public criticism of Musk’s compensati­on with a campaign to win shareholde­r support.

Separately, Tesla is also asking shareholde­rs to vote next month on a proposal to move the company’s articles of incorporat­ion to Texas from Delaware.

Glass Lewis recommende­d voting against the move while also voting against the reelection of board member Kimbal Musk, Elon Musk’s brother.

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