The Albany Gazette - Tesla in last-minute shareholder sprint for huge Musk pay package

"Tesla stockholders, time is running out," read a special webpage set up by the company for the annual meeting. Voting was set to conclude at 11:59 pm Wednesday on the US East Coast.

Besides a pay package worth as much as $56 billion to the iconoclastic Musk, shareholders will also vote on a plan to shift Tesla's place of incorporation from Delaware to Texas.

"The future value we are poised to deliver for you is at risk," the company says on a website for the annual meeting. "We need your vote NOW to protect Tesla and your investment."

In an effort to coax more shareholder participation, Tesla launched a sweepstakes of sorts where 15 investors who vote would be randomly picked for a tour of Tesla's plant in Austin, Texas personally led by Musk and vehicle designer Franz von Holzhausen.

Winners will also get choice seats for Tesla's annual meeting, to be held Thursday afternoon in Austin.

The company has employed the Musk-owned X platform, formerly Twitter, to publicize the effort.

- Election squeaker -

Shareholders overwhelmingly backed the Musk compensation plan in March 2018, but it was struck down by a Delaware judge in January.

This year's vote is expected to be closer than the 2018 referendum after influential advisory firms Investor Shareholder Services and Glass Lewis came out against the windfall, with ISS dismissing the proposal as "excessive."

In April, Tesla revived the package, with Tesla Chair Robyn Denholm imploring investors to "fix this issue" after the Delaware ruling.

"Tesla has been one of the most successful enterprises of our time. In just the past six years, we created more than $735 billion in value," Denholm said in a letter to shareholders.

"Our next growth vector is equally as ambitious."

The election is going down to the wire, according to the Wall Street Journal, which cited unnamed sources.

"We think investors should buckle up for what could be a volatile week for shares ahead of Tesla's annual meeting on Thursday," said a note from CFRA Research's Garrett Nelson.

Nelson declined to prognosticate on the outcome, but predicted that sufficient support from institutional investors would be crucial. Individual investors, who comprise about 40 percent of Tesla's investor base, are expected to back Musk, he said.

A defeat for the plan could "increase uncertainty regarding the future leadership of the company and jeapordize the 'Musk premium'" should the unpredictable chief executive exit, according to Nelson.

Musk backers, like billionaire investor Ron Baron, have offered unflinching support.

"Shareholders should ask themselves this question: is Tesla better off with or without Elon," Baron said in a public letter.

"At Baron Capital, our answer is clear, loud and unequivocal: Tesla is better with Elon. Tesla is Elon."

Among other large shareholders, Vanguard, which holds more than seven percent of shares, declined comment, while BlackRock, which holds around six percent, did not respond to a request for comment.

But other investors including Norges Bank Investment Management, Norway's sovereign wealth fund, have said they will vote no.

So has California State Teachers' Retirement System.

CalSTRS chief investment officer Chris Ailman dismissed the package as "absurd."

Ailman told CNBC that he considers Musk "brilliant," but that the current package is "ridiculous."

"We need to have a serious salary. We'll pay him 140 times the average worker pay," Ailman said. "I think that's more than fair.

(T.Wright--TAG)