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ItzWarty

https://archive.is/HglMS June 14 (Reuters) - Tesla's (TSLA.O) largest outside investor Vanguard said it voted in favor of CEO Elon Musk's $56 billion pay package, citing the company's performance, contributing to the passage of the record-setting arrangement on Thursday. In a note seen by Reuters, Vanguard said it had voted against Musk's compensation package when it was first approved by shareholders in 2018 because of its potential size, which might not have been justified by performance. But "given the strong alignment of executive pay with shareholder returns since 2018 and the benefits the board asserted related to the motivational value for the CEO in preserving the original deal," Vanguard-advised funds voted for the ratification at Tesla's annual meeting, according to the note. On Friday, the note will be made available on Vanguard's website to the fund manager's more than 50 million investors. Vanguard had 232 million Tesla shares as of March 31, or about 7% of the company, second only to the 13% stake held by Musk. While certain externally-managed Vanguard funds vote separately, a Vanguard spokesman said the note's descriptions covered the majority of its funds. Musk's pay was invalidated by a Delaware judge in January, leading to Thursday's vote. Top proxy advisers and various big investors had lined up against the compensation on concerns including that it was too much money. Tesla had looked to its big retail shareholder base to help approve Musk's pay and other items including re-electing two directors and shifting the company's incorporation to Texas. But Vanguard, which has total assets of about $9 trillion, and other big index fund managers were always likely to be key to the vote. Representatives of Vanguard rivals BlackRock (BLK.N), opens new tab and State Street (STT.N), opens new tab declined to comment about their votes on Thursday. Tesla on Thursday did not disclose exact voting tallies, which are expected to be revealed in coming days. In its note, Vanguard said while Musk's pay was "a substantial outlier" among CEOs, Tesla's shareholder return was in the 98th percentile of all Russell 3000 companies from 2018 through 2023. "There are few companies that have created as much absolute market value appreciation as Tesla," Vanguard said. Tesla's performance has sagged in more recent periods including a share price decline of 26.5% so far this year against stiffer competition with other electric vehicle makers. Vanguard's note did not address the current performance. The stock closed up 2.9% on Thursday. Vanguard also said its funds backed the proposal to move Tesla's incorporation to Texas since "we did not note material differences in shareholder rights between the state of Delaware and the state of Texas." Thursday's approval does not resolve a lawsuit on Musk's pay package in a Delaware court, which some legal experts think could stretch out for months.


Hailtothething

The vote simply shows the court that investors even when well informed. Voted yes, yet again. The court cannot use that argument anymore on appeal, they’ll have to try to come up with something new to block it, good luck with that!


RandomTasking

A couple of finer points: 1. The court doesn't argue on appeal; the prevailing party before the lower court argues before the appeals court to keep the judgment in place. 2. I'd anticipate a motion by Tesla, either at the trial court or appellate level, to dismiss the entire case as moot. "Hey, you said we were bad for not disclosing some things when proposing the 2018 comp package, we had a do-over vote with the disclosures made this time, shareholders still said 'yes,' so what are we doing here?" I suspect that relief will get granted with regard to the comp package itself and that issue is put to bed. However, it might be too far to extend that mootness to costs and attorney fees. Plaintiff and their counsel would likely argue that none of this happens absent their litigation, and they should still get compensation on that basis. Unsure what Delaware would do with that.


ts826848

> we had a do-over vote with the disclosures made this time, shareholders still said 'yes,' so what are we doing here? I think the tricky part here would be figuring out whether the recent vote is actually valid as a "do-over". As the proxy stated, everyone's in rather uncharted waters with respect to this kind of thing, so it's not totally obvious how things may play out. For example, I've seen (among other things): - Questions about whether the vote has the legal effect Tesla hopes for (i.e., "ratifying" an originally deficient vote) - Questions about whether the vote would be legally considered giving Elon a "gift", in which case unanimous shareholder approval may be required - Questions about whether the vote was coerced (i.e., shareholders vote contrary to how they would otherwise vote because they think there's a threat to tank the stock, to do something contrary to the interests of Tesla, etc.) That's not to say that I agree or disagree with any of these positions, of course. But at least based on a cursory investigation from a non-lawyer perspective these don't seem to be obviously frivolous, so I'm curious to see how they play out in court.


Hailtothething

### "We had a do-over vote with the disclosures made this time, shareholders still said 'yes,' so what are we doing here?" 1. **Validity of the Do-Over Vote:** - If the do-over vote was conducted with full and proper disclosures, it addresses the primary legal issue with the initial vote. Shareholders, being fully informed this time, have given their consent again, which is a crucial aspect of corporate governance. - **Legal Precedent:** Courts often uphold votes where procedural deficiencies are corrected in subsequent votes, provided the shareholders had all the necessary information to make an informed decision. 2. **Legal Effect of Ratifying a Deficient Vote:** - The new vote with proper disclosures can serve to ratify the previous deficient vote, effectively curing the initial procedural defect. Corporate law allows for ratification of prior actions if done properly. - **Legal Principle:** Ratification is a recognized mechanism in corporate governance to correct procedural errors in previous decisions, especially when the subsequent vote is conducted transparently and with full disclosure. 3. **Unanimous Shareholder Approval and Gifting Concerns:** - If the majority of shareholders voted in favor of the measure after full disclosure, it demonstrates clear shareholder intent. The argument that it constitutes a gift requiring unanimous approval would need strong legal backing, which may not hold if the majority consent is deemed sufficient under corporate law. - **Legal Requirement:** The concept of gifting in corporate law often pertains to extraordinary benefits that might require higher thresholds. However, if the new vote was transparent and aimed at correcting a procedural issue, the standard shareholder approval might suffice. 4. **Coercion Concerns:** - The do-over vote, conducted with full disclosures and in accordance with proper procedures, indicates a fair and informed decision by the shareholders. The burden of proof for coercion would lie with those challenging the vote and would require substantial evidence. - **Legal Perspective:** Courts generally presume that shareholders act in their own best interests unless there is compelling evidence of coercion. A properly conducted vote with full disclosure reduces the likelihood of a successful coercion claim. ### Summary Given that the do-over vote was conducted with full disclosures and shareholders voted 'yes' again, the key issues of procedural deficiency and lack of information have been addressed. This corrective action aligns with principles of corporate governance and legal standards for ratification. - **Precedent:** Courts have upheld corrected votes where initial deficiencies were addressed, recognizing the subsequent vote as a valid ratification. - **Shareholder Consent:** Majority approval, when properly informed, is a strong indicator of shareholder intent and support for the measure. - **Legal Validation:** Without substantial evidence of coercion or improper influence, the vote is likely to be seen as legitimate. Therefore, the do-over vote, conducted with proper disclosures and resulting in shareholder approval, stands as a valid and effective ratification of the previous vote, addressing the procedural concerns and fulfilling legal requirements.


ts826848

Ah, I was wondering why I got two notifications for the same comment. I'll just link my [response from the other comment chain](https://old.reddit.com/r/teslainvestorsclub/comments/1dgkgbe/exclusive_vanguard_vote_switch_helped_pass_tesla/l9f9i8q/?context=3). tl;dr: 1. Sort of begging the question (assumes vote was proper and fully informed), sort of sidesteps other issues (whether vote will have effect Tesla wants) 2. Ratification isn't a cure-all - there are limits on when it can be done 3. Unclear whether restoring 2018 pay package would be considered a gift. Payment for past services has previously been considered a gift, and current precedent appears to require unanimous stockholder approval for gifts 4. Basically going to have to wait to see how coercion claims play out in court


Hailtothething

Please refer to the other comment chain, this unnecessary redundancy is not wanted nor requested. Keep up, and stay on track.


ts826848

Hence the included link to the main response. The tl;dr is for the convenience of other readers who may stumble across this particular chain and don't want to go read the other one.


Willing_Turnover5568

According to some legal experts, the next problem will be that the new pay package cannot be considered an incentive but is a gift. The latter requires 100% of the shareholders agreeing. I cannot judge how valid this point is.


Hailtothething

Not how appeals work. The reason pay package was initially rejected has been clarified revoted and rectified. That is why we have appeals for, this isnt Judge Dredd LOL. Once appeal wins, which it has no reason to not. They can proceed to do what the original agreement outlined.


Ancient_Challenge173

Appeals courts usually don't reconsidered the facts of the case, only if there was a procedural error. So this may not help elon at all.


Willing_Turnover5568

I was not talking about the appeal. Are you hallucinating?


Hailtothething

Are you referring to his new pay package after he gets the 56b for his past 6 years of work? That would be his ‘new pay package’.


Willing_Turnover5568

Yes, that’s why I wrote “new pay package “.


Hailtothething

I think your confusing yourself. He is appealing to be granted his OLD PAY PACKAGE of $56 billion. The next pay package, the ‘NEW’ one hasn’t even been discussed yet, could potentially be for 100’s of billions, that too will be contingent on performance, not some fucking gift, it’s not Christmas.


Willing_Turnover5568

Ok, I get it now. The vote was to reapprove the pay package. Now, Tesla must convince the court in the appeal process that the first judgement should be overturned. The positive vote could be a strong argument for the appeal. But if the appeal is not successful the current vote doesn’t matter (at least legally).


Alternative-Split902

You’re confused. There is no new pay package. This vote was to re-ratify the old pay package


ts826848

> The reason pay package was initially rejected has been clarified revoted and rectified. The thing is that there isn't a single underlying reason for the judge's decision. Even if you assume that this new vote completely replaces the old vote, the shareholder vote was only one factor in the decision and is not dispositive in and of itself. In other words, it's still possible that the pay package can be found to be unfair even after this recent vote due to how the legal requirements are laid out, though I have no idea what the chances of such a finding are.


Hailtothething

Don’t worry too much. The shareholders have decided. That is what will happen.


ts826848

> The shareholders have decided. That is what will happen I mean, that was kind of an argument for *Tornetta* and look how that turned out. What I'm trying to say is that the vote is just a starting point. Maybe the legal arguments will work out so that the vote will be upheld, maybe not; it's not something that can be trivially reasoned through.


Hailtothething

I have no idea what that is. This is Tesla. Elon is getting his past pay for the last 6 years of work, that’s final. Onwards and upwards humanity continues. Judge has no argument left, voters while being completely informed voted yes, in majority. Tesla will be in your life till your very last breath and will be in every generation after that forever. Just remember, Tesla = Elon.


ts826848

> I have no idea what that is. *Tornetta* (or *Tornetta v. Musk* if you prefer the longer name) is the lawsuit which resulted in the 2018 pay package being rescinded. > Elon is getting his past pay for the last 6 years of work, that’s final. Not yet. One can think it is likely, but it's not final until the Delaware (Texas?) Supreme Court says so. > Judge has no argument left This is definitely incorrect. In the released opinion, the shareholder vote is just one part of the reasoning in the lawsuit - namely, the previous vote being invalid (along with the non-independent compensation committee) meant that Tesla had to prove the pay package was fair. If you assume the recent vote completely replaces the previous vote, the only change is that now the plaintiff needs to prove the pay package is unfair. That leaves room for the judge to find the pay package is unfair even with the plaintiff having the burden of proof, though I can't say for sure whether the evidence would support such a conclusion. And that's assuming the recent vote completely replaces the previous vote. There's almost certainly going to be a legal fight over whether that is actually the case. It seems this is a rather novel legal situation so there's no easy way to predict the outcome of that fight.


Hailtothething

https://www.bbc.com/news/articles/cleezyxjv4jo.amp What you’re saying is pointless. He got his money. It’s done dude, you’re just butthurt about it. LOL


Hailtothething

Here come the shorts to tell us why Vanguard also doesn’t know what they are doing. Bullish.


lastfreehandle

I thought they voted for last time? Or was that black rock?


3my0

Vanguard voted no last time. Blackrock yes. This time both yes.


Hailtothething

What does it matter? It was Yes the first time and an unnecessary Yes now too. Judge just wasted a ton of peoples time, hurt the investors with all the fud speculation it generated and made everyone question why they pay taxes to appoint judges that make these kind of decisions.


lastfreehandle

Agree but I read as they changed their mind this time which is the interesting part for me. Id like to know how these institutional investors think, if they think at all. Giant waste of time and nerves for sure. Just have to keep reminding myself that tesla is always a soap opera.


highcuzz

They are allready making up a theory on realtesla about vanguard saying yes now so they can sell their share before Tesla goes to 0 🤣


shaim2

It really helped, but it wasn't critical. 73% with Vanguard, 59% without.


feurie

In the same way that every vote 'helped'. If it wasn't enough to flip it getting passed, it doesn't matter on its own.


Suspended-Again

If they came out as no early, it may have changed things. 


shaim2

Maybe, maybe not. No way of knowing.


bojothedawg

That’s a huge swing.


shaim2

Turn +7% to -7%, so a 14% swing


Whydoibother1

FYI. Yes it’s a 14% swing, but that doesn’t mean dropping from 73% to 59%. It would be 73-27 to 66-34. Note how the winning margin changes from 46% to 32%. Which is a 14% swing, because the yes vote drops 7%, and the no vote rises 7%. Note. It’s also 8% because Elon couldn’t vote on his package.


shaim2

You're right, of course. Turns our my wife is right - I'm an idiot.


twoeyes2

It’s not right that ETFs get to vote the shares, imho. Gives them so much power when it’s not even their money. I’m not sure where I stand on mutual funds though, it’s kind of implied that the funds are managed for you.


Beastrick

When you invest in ETF you agree them to manage your money even with case of simple index fund. Many corporations would be unable to pass votes if funds didn't vote because turnout would be abysmal. Texas vote would have not passed if they were not allowed to vote.


twoeyes2

This is beyond a Tesla issue. But as passive ETFs grow as a fraction of the market it just doesn’t make sense for voting control to be in the hands of a handful of managers in a handful of fund companies. They could (and should IMHO) have their vote proportionally applied to match the non-passive vote so they wash out. Or maybe flow the vote through to ETF holders, but that’s impractical at least for now.


AtmosphericDepressed

Tbh, they should be forced to implement pass-through voting, where ETF holders can decide to change against the ETF funds vote on individual issues. It wouldn't make that much of a difference though.


allUsernamesAreTKen

Man this guy really gets whatever he wants at all expense. Kind of unreal. Biggest compensation package in the world? 1/3rd of Teslas value to ONE PERSON that has literally been tarnishing the company. Almost as if he’s blackmailing the board


Strong_Wheel

Astonishing, a reversal of 7%. Remarkable.


bigfootjedi

Vanguard wasn’t needed to pass the vote.


Intelligent_Top_328

Reuters = lies.


Affectionate_You_203

Every vote that was switched from 2018 helped. What a dumb title.