Tesla shareholders approved Elon Musk’s 2025 CEO Performance Award on November 6, 2025. The certified result was 1,892,235,822 votes for, 564,940,908 against, and 12,227,846 abstentions, with 302,456,274 broker non-votes reported separately.[1]
But “$1 trillion pay package” is a shorthand description of the award’s potential value—not a claim that Musk received $1 trillion in cash. Tesla’s later filing describes the award as approximately 423.7 million performance-based restricted shares whose value depends on Tesla reaching demanding market-capitalization, operating, and financial milestones.[2][3]
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The vote was approved—but the headline needs a major qualification
Tesla shareholders approved Elon Musk’s 2025 CEO Performance Award at the company’s annual meeting in Austin, Texas, on November 6, 2025. Tesla’s certified Form 8-K records 1,892,235,822 votes for, 564,940,908 against, and 12,227,846 abstentions. The company marked Proposal 4, the management proposal covering Musk’s award, as approved.[1]
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That does not mean Musk was handed a $1 trillion cash bonus. The figure describes the award’s potential maximum value if Tesla reaches an extraordinary series of market-capitalization, operating, and financial milestones and the resulting equity reaches that value. Tesla’s later filing describes the award as approximately 423.7 million performance-based restricted shares—not $1 trillion in cash and not shares Musk has already earned or received.[2][3]
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The key facts at a glance
| Question | Answer |
|---|---|
| When was the vote? | November 6, 2025, at Tesla’s annual meeting in Austin, Texas. |
| Which proposal passed? | Proposal 4: approval of Tesla’s 2025 CEO Performance Award for Elon Musk. |
| What was the certified vote? | 1,892,235,822 for; 564,940,908 against; 12,227,846 abstentions; 302,456,274 broker non-votes. |
| What is the award? | A performance-based equity award described by Tesla as approximately 423.7 million performance-based restricted shares. |
| Is $1 trillion guaranteed? | No. The value is contingent on Tesla reaching the plan’s milestones and on the future value of the shares. |
| Have all milestones been achieved? | The cited filings and reports do not establish that every milestone has been met. |
What Tesla shareholders actually approved
Tesla’s 2025 annual meeting included 14 proposals. The inspector of election certified the tabulations, and Tesla reported the results in its Form 8-K. Proposal 4 was the management proposal asking shareholders to approve the 2025 CEO Performance Award.[1]
The official vote totals were:
- For: 1,892,235,822
- Against: 564,940,908
- Abstained: 12,227,846
- Broker non-votes: 302,456,274
Looking only at votes for and against, approximately 77% were for the proposal. If abstentions are also included in the denominator, the approval share is approximately 76.6%. Broker non-votes were reported separately rather than as yes or no votes. That is the basis for the rounded media description that more than 75% of voters approved the package; Tesla’s certified totals are the more precise figures.[1][6]
Why it is called a $1 trillion pay package
The award is better understood as a long-term incentive plan than as a salary. It is performance-based equity. Tesla’s proxy materials say Musk earns nothing under the award if the required market-capitalization and operational milestones are not achieved.[2]
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The eventual value depends on two separate things:
- Whether Tesla reaches the required performance milestones. The plan is tied to market capitalization as well as operating and financial achievements.
- What the resulting shares are worth. Even if shares vest, their market value can rise or fall with Tesla’s stock price.
Tesla’s March 31, 2026 Form 10-Q describes the approved award as approximately 423.7 million shares of performance-based restricted stock.[3] That share count is important for understanding potential dilution and the scale of the award, but it is not evidence that Musk has already received those shares, that they have vested, or that they are currently worth $1 trillion.
A precise description is: shareholders approved a performance-based equity award that could be worth about $1 trillion if Musk achieves the plan’s milestones and the resulting shares reach that value. Saying that Musk received $1 trillion, or that Tesla paid him $1 trillion in cash, would be inaccurate.
The milestones Tesla attached to the award
Tesla’s proxy presentation identifies both market-capitalization targets and operational or financial hurdles. The plan is designed around escalating achievements rather than an unconditional grant.
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| Category | Milestones identified in Tesla’s proxy materials |
|---|---|
| Vehicle deliveries | 20 million Tesla vehicles delivered. |
| Full Self-Driving | 10 million active Full Self-Driving subscriptions. |
| Tesla bots | 1 million Tesla bots delivered. |
| Robotaxis | 1 million robotaxis in commercial operation. |
| Adjusted EBITDA | Escalating targets of $50 billion, $80 billion, $130 billion, $210 billion, $300 billion, and $400 billion. |
| Market capitalization | Increasing market-capitalization thresholds, culminating in a level Tesla described as making the company more valuable than any publicly traded company based on the comparison in its filing. |
The final comparison about becoming the most valuable publicly traded company is Tesla’s framing in its proxy materials, not an independent forecast of what Tesla will achieve. Similarly, the Associated Press described the hurdles at the time of the vote as requiring Tesla’s market value to rise nearly sixfold from the level then being discussed. That was context for the vote—not a current valuation or a guarantee about the stock’s future performance.[2][6]
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Repair common Windows errors and clear accumulated junk for a smoother, more stable PC - no reinstall needed.Free scan · no reinstallThe available research does not show that all of the listed milestones have been reached. Readers should therefore treat the $1 trillion figure as a potential outcome of the award, not as its present value.
Why supporters wanted the package approved
Tesla’s proxy materials present the award as a tool to retain and incentivize Musk. The proposal also creates a path to additional voting rights, making the decision about influence and control as well as compensation.[2]
Musk argued that the issue was less about an immediate cash payment and more about increasing his stake and influence over Tesla’s future. Supporters said his leadership remained unusually important to the company’s strategy in artificial intelligence, autonomous driving, and robotics. The Associated Press reported those arguments as part of the investor debate; they are not independent proof that Tesla’s AI, autonomy, or robotics plans will succeed.[6]
For Tesla investors, the retention argument is straightforward: if Musk is considered central to the company’s product direction and long-term strategy, a large performance-linked award may be viewed as a way to keep him focused on Tesla and aligned with shareholders. The counterpoint is that the award can increase the company’s dependence on one executive rather than reduce it.
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The size of the award prompted opposition from institutional investors even among investors who acknowledged the value Musk had created at Tesla. Norges Bank Investment Management said before the meeting that it would vote against the package because of concerns about its total size, dilution, and insufficient mitigation of key-person risk. The fund held a 1.16% Tesla stake at the time, according to AP’s reporting.[6][7]
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The disagreement can be summarized in two competing governance frameworks:
| Supporters’ argument | Critics’ argument |
|---|---|
| Musk’s continued leadership is unusually important to Tesla’s vehicle, AI, autonomy, and robotics ambitions. | The award is extraordinarily large and could dilute existing shareholders if the shares are earned. |
| Because the award depends on demanding milestones, Musk would be rewarded only for extraordinary results. | The plan may increase Musk’s control and concentration of voting power. |
| A larger Tesla stake could align Musk’s financial interests with other shareholders. | Greater dependence on one executive can intensify key-person risk rather than solve it. |
| The award gives Musk a reason to keep investing his time and influence in Tesla. | Boards and shareholders still need effective oversight when one executive has substantial influence. |
The vote settled whether shareholders would approve the proposal. It did not prove that the retention case or the governance objections were correct. Those are competing assessments of Tesla’s future strategy, ownership structure, and board oversight.
How the 2025 award differs from Musk’s other Tesla awards
Subsequent legal and corporate developments make it especially important not to describe every Musk compensation arrangement as one package. Tesla’s March 31, 2026 Form 10-Q distinguishes among three separate awards and events.[3][4][5]
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1. The 2018 CEO Performance Award
This was the earlier award that became the subject of Delaware litigation. Tesla’s filing states that the Delaware Supreme Court reinstated the 2018 CEO Performance Award on December 19, 2025, reversing the earlier Delaware Chancery Court decision that had purported to rescind it. The Chancery Court entered a final order implementing that reversal on March 18, 2026.[4]
2. The 2025 CEO Performance Award
This is the approximately 423.7-million-share performance-based award that Tesla shareholders approved on November 6, 2025. The court proceedings concerning the 2018 award should not be treated as the shareholder vote on this newer award. The later legal disclosures also do not, by themselves, establish that the 2025 Performance Award was canceled.
3. The separate 2025 CEO Interim Award
Tesla also had a separate interim compensation arrangement. The company says that, on April 21, 2026, its disinterested directors determined that the order allowing Musk to exercise the 2018 award constituted a Tornetta Decision Event under the 2025 CEO Interim Award. Tesla says that determination resulted in forfeiture of the interim award and was consistent with a “no double dip” principle.[5]
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In plain English, the interim arrangement was not meant to let Musk receive overlapping compensation for the same underlying circumstances after the 2018 award was restored. That forfeiture is a separate event from the November shareholder approval of the 2025 CEO Performance Award.
What the shareholder approval means—and what it does not mean
It means the proposed 2025 award cleared the shareholder vote
Tesla received approval for Proposal 4, and the certified result is now part of the company’s public filing record. The award can therefore be analyzed as an approved performance-based compensation arrangement rather than merely a proposal under consideration.
It does not mean Musk received $1 trillion
The award is equity tied to future outcomes. There is no evidence in the supplied filings that Musk received a $1 trillion cash payment or that the award had already reached that value.
It does not mean the 423.7 million shares are already vested
The 423.7 million figure in Tesla’s later filing describes the approximate size of the performance-based restricted-stock award. It should not be rewritten as a statement that Musk already owns 423.7 million newly vested shares.
It does mean dilution is a legitimate part of the calculation
If performance-based shares are issued or otherwise become payable under the award, existing shareholders may own a smaller percentage of Tesla than they would have without that equity issuance. That is why dilution was one of the objections raised before the vote. The effect on any individual shareholder depends on the award’s eventual treatment and Tesla’s share count at that time.
It does not establish that Tesla will hit the targets
The vote was an approval of the compensation arrangement, not a forecast that Tesla will deliver 20 million vehicles, reach 10 million active Full Self-Driving subscriptions, deploy 1 million commercial robotaxis, deliver 1 million bots, or achieve the listed adjusted EBITDA targets.
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How to read future headlines about Musk’s compensation
When a report says Musk has a “$1 trillion pay package,” ask four questions:
- Is the report describing potential value or realized compensation? Potential value is not the same as cash received or shares vested.
- Which award is being discussed? The 2018 award, 2025 CEO Performance Award, and 2025 CEO Interim Award are distinct.
- What milestones have actually been met? A plan’s targets should not be confused with achieved results.
- What share count and stock price are being used? The value of equity depends on both the number of shares and their market value, which can change.
For this story, the safest wording is that Tesla shareholders approved a performance-based equity award that has been described as potentially worth about $1 trillion if Musk achieves its milestones. That wording preserves the significance of the vote without turning a contingent equity plan into a guaranteed paycheck.
Sources and filing trail
- Tesla, Form 8-K reporting the certified results of the November 6, 2025 annual meeting, including Proposal 4 and the exact vote totals.
- Tesla, 2025 proxy materials describing the CEO Performance Award, its performance conditions, retention rationale, voting-rights path, and milestone framework.
- Tesla, Form 10-Q for the quarter ended March 31, 2026, describing the approved award as approximately 423.7 million performance-based restricted shares.
- Tesla, Form 10-Q disclosure concerning the Delaware Supreme Court’s December 19, 2025 reinstatement of the 2018 CEO Performance Award and the March 18, 2026 Chancery Court order.
- Tesla, Form 10-Q disclosure concerning the April 21, 2026 forfeiture of the separate 2025 CEO Interim Award.
- Associated Press reporting on the vote, the rounded approval characterization, Musk’s position, the milestone scale, and the AI and robotics debate.
- Norges Bank Investment Management’s pre-meeting position, as reported by AP, concerning award size, dilution, and key-person risk.
Frequently Asked Questions
Did Elon Musk receive $1 trillion in cash?
No. The $1 trillion figure refers to the potential maximum value of a performance-based equity award. Tesla’s proxy materials say Musk earns nothing under the award if the required milestones are not achieved. It is not a guaranteed salary or cash bonus.
What does the 423.7 million-share figure mean?
Tesla’s March 31, 2026 Form 10-Q describes the approved 2025 CEO Performance Award as approximately 423.7 million performance-based restricted shares. That is the approximate size of the award, not proof that all of the shares have vested or that Musk already owns them.
Did the later court decision cancel the 2025 award?
No. The 2018 CEO Performance Award, the shareholder-approved 2025 CEO Performance Award, and the separate 2025 CEO Interim Award are different arrangements. Tesla says the 2018 award was reinstated, while the interim award was later forfeited under a no-double-dip provision.
Have Tesla and Musk already met the package’s milestones?
The cited research does not establish that all of the targets have been met. The award is tied to market capitalization, vehicle deliveries, Full Self-Driving subscriptions, bots, robotaxis, and escalating adjusted EBITDA milestones.
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Tesla’s certified Form 8-K reported 1,892,235,822 votes for, 564,940,908 against, and 12,227,846 abstentions. It also reported 302,456,274 broker non-votes. Proposal 4 was marked approved.
The Bottom Line
Bottom line: Tesla shareholders approved Musk’s 2025 CEO Performance Award on November 6, 2025, but the approval was for contingent equity—not a guaranteed $1 trillion cash payment. Tesla later described the award as approximately 423.7 million performance-based restricted shares tied to demanding market-capitalization, operating, and financial milestones. The separately reported reinstatement of Musk’s 2018 award and forfeiture of the 2025 interim award should not be conflated with the shareholder-approved 2025 Performance Award.
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