Tornetta v. Musk, et al.

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Tornetta v. Musk, et al. is a case involving an objection to a pay for performance contract that Tesla, Inc. shareholders had approved in exchange for Elon Musk agreeing to waive a salary. The case was presided over by Delaware Chancellor Judge Kathaleen McCormick. It was submitted on April 25, 2023, and a ruling was issued in favor of the plaintiff on January 30, 2024. [1] In June 2024, Tesla stockholders voted for the pay package a second time. [2] Judge McCormick ruled against the pay package a second time on December 3, 2024. [3] Writing for Bloomberg Law on December 5, 2024, legal expert Anat Alon-Beck said the case was "a landmark in corporate governance." [4]

NPR reported, "The compensation package was set up as a series of 12 milestones, each unlocking more compensation as Tesla continued to grow. Under the plan, Musk wouldn't earn a salary, but would instead receive additional Tesla shares the more the company grew." [5]

Even though the $56 billion pay package had been approved by shareholders, Judge McCormick cited the amount as being "incredible" and "an unfathomable sum" when she made her first ruling in January 2024. [6] By the time Judge McCormick made her second ruling in December 2024, the pay package had increased to $101 billion based on Tesla’s closing share price. [7]

On December 2, 2024, Musk tweeted, "Shareholders should control company votes, not judges." [8] [9]

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