Tesla Inc. has officially shifted its incorporation to Texas from Delaware, according to paperwork filed with the Texas secretary of state’s office.
The move unites the company’s legal home with its physical headquarters, which have been in Austin for years. The paperwork was submitted late Thursday, following a vote by Tesla investors in favor of the departure from Delaware.
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Elon Musk, Tesla’s chief executive officer, initiated the move in January after a Delaware judge voided his roughly $56 billion compensation package, the largest ever given to a US corporate executive. Shareholders on Thursday also reapproved the pay plan, although the vote does not guarantee he will get his stock options, given the judge’s decision.
Musk, the world’s richest person, celebrated the move in a social media post, writing that he was sending a cake to Delaware “as a parting gift.” It included an image of a cake with red frosting that said “Vox Populi, Vox Dei,” Latin for “the voice of the people is the voice of God.”
It’s the third corporate exit from Delaware by Musk since the pay decision. In February, he moved SpaceX’s incorporation to Texas and shifted Neuralink Corp.’s incorporation to Nevada, where his social media company X is incorporated. Tesla’s departure took longer because the company is publicly traded.
Musk, 52, already has deep ties in Texas, which has lured other companies by touting its low taxes and light regulatory touch. Tesla moved its physical headquarters to Austin in 2021, after Musk decried Covid restrictions imposed on the company in California. SpaceX already had a huge footprint in the Republican-led state, where it is building the massive deep-space rocket called Starship.
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In January, Delaware Chancery Court Judge Kathaleen St. J. McCormick sided with a shareholder who argued Musk’s pay package was improperly awarded. McCormick found that the board was conflicted by ties to Musk and had acted like his “supine servants.” Shortly after the judge’s decision, Musk blasted the state on social media, writing: “Never incorporate your company in the state of Delaware.”
The decision represents the second court setback for Musk in Delaware. In 2022, Musk abandoned his court fight to back out of his $44 billion offer to buy Twitter Inc. after a series of tough rulings, also by McCormick. Musk renamed the company X and shifted its incorporation from Delaware to Nevada.
(Updates with Musk’s social media post.)
--With assistance from Kara Carlson and Dana Hull.
To contact the reporter on this story:
Madlin Mekelburg in Austin at mmekelburg@bloomberg.net
To contact the editors responsible for this story:
Misyrlena Egkolfopoulou at megkolfopoul@bloomberg.net
Anthony Lin, Peter Jeffrey
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