DETROIT — Tesla will ask shareholders to reinstate a $56 billion compensation package for CEO Elon Musk that was rejected by a judge in Delaware this year, and to move the electric car maker's corporate home from Delaware to Texas. In a filing with federal regulators early Wednesday, the company said it would ask shareholders to vote on both issues during its annual meeting on June 13. In January, Chancellor Kathaleen St. Jude McCormick ruled that Musk is not entitled to a landmark compensation package awarded by Tesla's board of directors that is potentially worth about $55.8 billion over 10 years starting in 2018. Five years ago, a Tesla shareholder lawsuit alleged that the pay package should be voided because it was dictated by Musk and was the product of sham negotiations with directors who were not independent of him. Musk said a month after the judge's ruling that he would try to move Tesla's corporate listing to Texas, where he has already moved company headquarters. Almost immediately after the judge's ruling, Musk did exactly that with Neuralink, his privately held brain implant company, moving its corporate home from Delaware to Nevada. In a letter to shareholders this week, board Chair Robyn Denholm said that Musk has delivered on the growth it was looking for at the automaker, with Tesla meeting all of the stock value and operational targets in a 2018 CEO pay package that was approved by shareholders. "Because the Delaware Court second-guessed your decision, Elon has not been paid for any of his work for Tesla for the past six years that has helped to generate significant growth and stockholder value," Denholm wrote. "That strikes us — and the many stockholders from whom we already have heard — as fundamentally unfair, and inconsistent with the will of the stockholders who voted for it." Tesla posted record deliveries of more than 1.8 million electric vehicles worldwide in 2023, according to a regulatory filing. But the value its shares has eroded quickly this year as sales of electric vehicles soften. Future growth is in doubt and it may be a challenge to get shareholders to back a fat pay package in an environment where competition has increased worldwide and demand for electric vehicle sales is fading. Tesla's shares have lost more than one third of their value this year as massive price cuts have failed to draw more buyers. The company said it delivered 386,810 vehicles from January through March, nearly 9% fewer than it sold in the same period last year. Shareholders also will be asked to cast a nonbinding advisory vote on 2023 executive compensation. But the proxy statement filed with the Securities and Exchange Commission does not address Musk's demand to own 25% of Tesla shares for him to pursue artificial intelligence and robotics at the company. At present he owns 20.5% of the company. In January, Musk challenged the Tesla board in a post on X, the social media platform he now owns, to come up with a new compensation package. Unless he gets 25%, he wrote that he'd prefer to build products outside of Tesla, apparently with another company. Wedbush analyst Dan Ives, who is normally bullish on Tesla, said in an interview that the filing doesn't address multiple issues including Musk's future compensation. "It's the elephant in the room because Musk has threatened over X, and it's been a massive overhang" for Tesla stock, Ives said. Musk, he said, needs to commit to being Tesla CEO for three to five years and developing artificial intelligence with the company. When the company announces first-quarter earnings next week, Musk needs to spell out plans for future growth, including the status of the Model 2, a small EV that costs about $25,000, Ives said. Otherwise, dark days lie ahead, he said. "Investors are not just taking Musk's word," he said. "There's a feeling like the plane is crashing into the ocean and the board is focused on their own salted peanuts." Musk has less leverage than he did in January because of this year's stock slide. "He went from Cinderella story to the Nightmare on Elm Street in a matter of six months," Ives said. At the time of the Delaware court ruling, Musk's package was worth more than $55.8 billion, but the court may have cost the mercurial CEO over $10 billion due to the company's stock slide this year. The filing said Musk's 2018 compensation was worth $44.9 billion at the close of trading on April 12. Since last year, Tesla has cut prices as much as $20,000 on some models. The price cuts caused used electric vehicle values to drop and clipped Tesla's profit margins. This week, Tesla said it was letting about 10% of its workers go, about 14,000 people. In the filing, Tesla's board wrote that the decision to seek shareholder approval of Musk's 2018 pay package was made by the board after it received a report from a special committee of one board member, Kathleen Wilson-Thompson. The board wrote that if there is any significant vote against future executive pay packages, "we will consider our stockholders' concerns, and the compensation committee will evaluate whether any actions are necessary to address those concerns." Shares of Tesla Inc., which slid another 8% this week, fell about 1% Wednesday.

MADISON, Wis. — Wisconsin Supreme Court justices questioned Wednesday how much power legislative committees should wield, in a case that Democratic Gov. Tony Evers brought against the Republican-controlled Legislature and that could have a major impact on how state government functions. A ruling in favor of Evers would upend decades-old practices in the Legislature and make it easier to approve projects in a land stewardship program. But justices echoed concerns raised by Republicans that the case could have far broader impacts on the separation of power between the executive and legislative branches. Siding with Evers would "overturn how our state government has functioned for almost a century," Misha Tseytlin, a lawyer for the Legislature, told the court. But liberal Justice Jill Karofsky, in deflecting arguments that the court should not overturn such established practices, said "Maybe they've been wrong for the last century and we shouldn't double down on how wrong this is." Evers argues that the Legislature's powerful budget-writing Joint Finance Committee, which is controlled 12-4 by Republicans, is exceeding its constitutional lawmaking authority and effectively acting as a fourth branch of government. The Legislature counters that the committee's powers, including the approval of certain state conservation projects, are well established in state law and court precedent. Karofsky questioned whether the budget committee had too much power. "There doesn't seem to me to be any limits whatsoever," she said. "There are zero guardrails here." If the court sides with Evers, then numerous other functions of the budget committee, the state building commission and other legislative committees that have been in place for a century would also be unconstitutional, Tseytlin said. Conservative Justice Rebecca Bradley questioned whether the court's ruling would apply across a myriad of legislative committees and their powers. "You're asking us to make a big shift," she said, adding that the court can't "slice and dice separation of powers" between the executive and legislative branches. "Either we're going to apply it strictly or we're not," she said. Liberal Justice Ann Walsh Bradley echoed some concerns raised by conservative justices. "Your position seems to be black and white: Once the Legislature has passed a bill, hands off," she said to Evers' attorney. "Isn't there any nuance to the position, some kind of limitations on your black-and-white argument? It seems to me there should be." Evers' attorney, Colin Roth, said the constitution is clear that once the Legislature passes a law, it is up to the executive branch to carry it out. The Legislature is overreaching its authority when committees can veto actions such as the approval of stewardship projects, he said. Evers, speaking about the case on Tuesday, said the state Supreme Court needs to recognize that the Legislature's budget committee has been acting as a fourth branch of government and should be reined in. "The idea that somehow they have the ability to essentially work as a fourth arm of our state is just wrong," Evers told reporters. The lawsuit cites the committee's rejection of dozens of conservation projects selected by the Wisconsin Department of Natural Resources under the Knowles-Nelson Stewardship Program. The Legislature created the stewardship program in 1989. It provides funding primarily to local governments, conservation groups and the DNR to purchase blocks of land to preserve natural areas and wildlife habitat, protect water quality and fisheries, and expand outdoor recreational opportunities. Supporters herald it as a way to further protect natural areas from development. Republicans have been trying for years to scale back stewardship purchases, complaining that they take too much land off the tax rolls, rob northern Wisconsin municipalities of revenue and drive up state debt. Legislative oversight of the program increased as concerns grew about the scope and cost of the stewardship program. The Legislature did its job when it passed laws creating and funding the program, attorneys for Evers argue in court filings. But the budget committee's ability to block approval of stewardship projects, essentially vetoing decisions of the executive branch, is an unconstitutional separation of powers violation, they say. Conservative Chief Justice Annette Ziegler questioned whether the case should be put on hold so the court could gather more facts and take a broader look at legislative and executive powers. "Why rush this case?" she asked. The court will issue a ruling in the next several weeks or months.