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Corporations Keyed to O’Kelley
Tornetta v. Musk
Citation:
C.A. No. 2018-0408-JRS (2019)Facts
Defendant, Musk, is Tesla’s largest stockholder. At the time the Award was approved, Musk owned 21.9% of Tesla’s common stock and served as its Chairman, CEO and Chief Product Architect. Musk is also the majority shareholder, Chairman, and CEO of Space Exploration Technologies Corporation (SpaceX). As 2018 approached, the compensation committee realized a new compensation package for Musk would soon be necessary. The committee proposed a 10-year grant of stock options that would vest in twelve tranches, against contingent upon reaching market capitalization and operational milestones. Each of the Award’s market capitalization milestones requires a $50 billion increase in Tesla’s market capitalization. The Award was approved by the shareholders with 81% of voting shares and 80% of shares present and entitled to vote cast in favor. At the final tally, 73% of disinterested shares at the meeting voted in favor of the Award.
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