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Outbyte PC Repair FREEClear out junk files and repair common Windows errorsFree Scan →Outbyte Driver Updater FREEFix the driver behind crashes, sound loss and screen glitchesFind Drivers →Tesla shareholders approved Elon Musk’s 2025 CEO Performance Award on November 6, 2025. The proposal received 1,892,235,822 votes for, 564,940,908 against, and 12,227,846 abstentions, according to Tesla’s Form 8-K. That works out to about 76.6% support when abstentions are included, or about 77.0% of votes for and against.
The approval was not a $1 trillion cash payment. It authorized a performance-based restricted-stock award covering 423,743,904 Tesla shares. Its preliminary accounting fair value was $87.75 billion at grant. The much larger $1 trillion figure describes a possible future value if Musk earns the shares and Tesla reaches the plan’s ambitious market-capitalization and operating targets.
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What Tesla shareholders approved
Tesla’s board granted the award on September 3, 2025, subject to shareholder approval. At the company’s annual meeting on November 6, shareholders approved both the 2025 CEO Performance Award and the amended and restated 2019 Equity Incentive Plan that supports Tesla’s ability to issue it.
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| Vote category | Votes |
|---|---|
| For | 1,892,235,822 |
| Against | 564,940,908 |
| Abstain | 12,227,846 |
Using the three reported categories, the proposal received approximately 76.6% support. If the calculation excludes abstentions and counts only votes for and against, support was approximately 77.0%. Those percentages are useful shorthand, but the exact vote totals reported in Tesla’s filing are the clearest description of the result.
Approval means the proposal passed under Tesla’s voting rules. It does not mean every shareholder personally endorsed Musk, nor does it settle the continuing debate over Tesla’s board independence, executive compensation, dilution, or Musk’s attention to the company.
Why the headline says $1 trillion
The award’s potential value and its accounting value are different things.
- Potential future value: Media reports and commentators have described the award as potentially worth about $1 trillion if Musk earns a large portion of the shares and Tesla’s stock price rises dramatically.
- Preliminary grant-date accounting value: Tesla’s proxy materials gave the award a preliminary fair-value estimate of $87.75 billion at grant.
- Immediate payment: There was no $1 trillion cash payment to Musk when shareholders voted.
The $87.75 billion figure is an accounting estimate for the award at grant, while the $1 trillion figure is a contingent scenario based on future performance and share-price appreciation. Neither number means that Musk has already received the eventual economic value.
The plan covers 423.7 million shares, so its eventual value will depend on how many shares are actually earned, whether Musk satisfies the service conditions, when the shares vest, and what Tesla common stock is worth at the relevant time. Even achieving a performance milestone would not necessarily make the associated shares immediately available to Musk.
How the 423.7 million-share award works
The award is divided into 12 equal tranches. Each tranche contains 35,311,992 Tesla shares, for a total of 423,743,904 shares. Tesla’s proxy describes the award as representing approximately 12% of the company’s adjusted share count.
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That 12% figure is a potential dilution measure, not a statement that Tesla’s share count immediately increased by 12% or that Musk already owns all of those shares. If shares are earned and issued, existing shareholders’ proportional ownership could be reduced.
Market-capitalization milestones
The award includes 12 Tesla market-capitalization milestones. The first tranche is tied to a $2 trillion market capitalization. The milestones then rise in $500 billion increments through $6.5 trillion, followed by final milestones at $7.5 trillion and $8.5 trillion.
| Tranche | Market-capitalization milestone | Shares in tranche |
|---|---|---|
| 1 | $2.0 trillion | 35,311,992 |
| 2 | $2.5 trillion | 35,311,992 |
| 3 | $3.0 trillion | 35,311,992 |
| 4 | $3.5 trillion | 35,311,992 |
| 5 | $4.0 trillion | 35,311,992 |
| 6 | $4.5 trillion | 35,311,992 |
| 7 | $5.0 trillion | 35,311,992 |
| 8 | $5.5 trillion | 35,311,992 |
| 9 | $6.0 trillion | 35,311,992 |
| 10 | $6.5 trillion | 35,311,992 |
| 11 | $7.5 trillion | 35,311,992 |
| 12 | $8.5 trillion | 35,311,992 |
Market capitalization is only one part of the award. The precise agreement and proxy materials control how the market-capitalization tests interact with the other conditions, how milestones are measured, and how the board administers the award.
Operational goals
The proxy materials also identify operating targets intended to make the award depend on more than a higher stock price. The goals include:
- Cumulative delivery of 20 million Tesla vehicles.
- One million robotaxis in commercial operation.
- 10 million active Full Self-Driving subscriptions.
- One million Tesla bots.
- A substantial increase in adjusted EBITDA.
These targets tie the award to the parts of Tesla’s long-term story that go beyond its current vehicle lineup: manufacturing scale, autonomy, robotaxi services, robotics, software subscriptions, and profitability. They are also exceptionally demanding targets, which is why Tesla’s board presented the package as an incentive for an unusually ambitious growth plan.
Short descriptions of the operating goals can obscure important details. The award agreement and proxy materials—not headlines or social-media summaries—should be used for the exact definitions, measurement periods, certification rules, and board authority associated with each goal.
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The shares are not all earned or vested
Shareholder approval did not make all 423,743,904 shares earned. The award requires Musk to remain in qualifying service, and it includes service periods after performance milestones are reached.
Tesla’s 2025 Form 10-K states that shares earned before the award’s fifth anniversary generally vest on a 7.5-year schedule. Shares earned after the fifth anniversary generally vest on a 10-year schedule. Both schedules remain subject to the agreement’s continued-service requirements and other applicable conditions.
The latest status in the cited company filing is especially important: Tesla stated that no shares under the 2025 CEO Performance Award had become earned as of December 31, 2025. That is not the same as saying the award was cancelled or that it can never produce shares. It means the newly approved award had not yet satisfied its earning conditions by that reporting date.
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What critics meant by “part-time CEO”
The “part-time CEO” criticism came from investors and governance opponents who questioned whether Musk was sufficiently focused on Tesla. It should not be presented as an established finding that Musk literally worked only part time.
A shareholder solicitation filed by the New York State Common Retirement Fund argued that Musk’s leadership of other companies, public political activity, and outside commitments raised questions about his attention to Tesla’s long-term health. The criticism was therefore broader than a claim about the number of hours Musk spent at Tesla. It was a corporate-governance argument about whether the company’s board could ensure sustained executive engagement while approving an unusually large award.
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Opponents also raised concerns about:
- Board independence: They argued that personal and professional relationships between Musk and some directors could weaken independent oversight of the CEO’s compensation.
- Dilution: The award represents approximately 12% of Tesla’s adjusted share count, potentially reducing existing shareholders’ proportional ownership if the shares are earned and issued.
- Voting control: Depending on the agreement’s conditions, the award could increase Musk’s influence if performance shares become eligible to vote, on top of his existing Tesla stake.
- Board discretion: Critics objected that the board retained significant authority to interpret and administer some operational goals.
- Executive concentration: They questioned whether tying such a large portion of Tesla’s potential equity to one executive creates additional succession and governance risk.
These were arguments made by shareholder opponents. They were not findings that the award was unlawful. The Tesla proxy and award agreement establish the governing terms, while the New York State Comptroller’s filing provides a primary-source record of the opposition case.
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Why Tesla’s board supported the award
Tesla’s board defended the package on the grounds that Musk is unusually important to the company’s future and that extraordinary goals justify extraordinary compensation.
The board’s stated rationale was built around three ideas:
- Retention: A large, long-term equity award could help keep Musk engaged with Tesla rather than encouraging him to devote more energy to other ventures.
- Alignment: Because the value depends heavily on Tesla’s future market capitalization and operating achievements, Musk’s financial interests would remain linked to long-term shareholder returns.
- Motivation: The award could encourage work on vehicles, autonomy, artificial intelligence, robotics, and related businesses that Tesla believes could become major sources of future value.
That defense does not eliminate the governance objections. It reflects a different judgment about the company’s dependence on Musk: the board viewed him as a unique strategic asset, while opponents argued that Tesla should not need to accept weakened oversight or substantial dilution to retain its chief executive.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What the vote means for Tesla investors
The award creates a potential transfer of value from existing shareholders to Musk, but only if the performance and service conditions are satisfied. The eventual impact depends on several moving parts:
| Factor | Why it matters |
|---|---|
| Performance certification | Market-capitalization and operating goals must be met and certified under the award’s rules. |
| Continued service | Musk must remain in qualifying service for the relevant shares to proceed through the award’s vesting conditions. |
| Vesting schedule | Shares earned before the fifth anniversary generally follow a 7.5-year schedule; later-earned shares generally follow a 10-year schedule. |
| Tesla’s share price | The market value of any earned shares can rise or fall after they are issued or become vested. |
| Dilution | If new shares are issued, existing shareholders’ percentage ownership may decline even if the company’s total market value rises. |
| Governance and administration | The board’s interpretation and certification of certain operating targets can affect how the plan works in practice. |
For car-industry observers, the operational conditions also show what Tesla is asking investors to underwrite: not just more vehicle deliveries, but a future in which robotaxis, Full Self-Driving subscriptions, Tesla bots, and higher adjusted EBITDA become meaningful parts of the business.
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What happens next
The practical questions are no longer whether shareholders approved the award, but whether and when its conditions are met.
- Watch Tesla’s periodic filings for updates on the award, amendments, milestone certification, and the number of shares earned.
- Separate performance from vesting. Reaching a market-capitalization or operating milestone does not necessarily deliver immediately tradable shares.
- Track qualifying service. The award’s continued-service conditions and long vesting schedules remain relevant after a milestone is achieved.
- Distinguish the 2025 plan from prior awards. Tesla’s 2018 CEO Performance Award and the 2025 interim stock arrangement have different histories and conditions.
- Evaluate dilution alongside growth. The award could be valuable to Musk and still require investors to weigh the cost of issuing a large number of new shares.
At the time covered by Tesla’s 2025 Form 10-K, no shares under the new 2025 CEO Performance Award had become earned. Later company filings could change that status, so readers should check the most recent Tesla filing before treating any tranche as earned or vested.
Source note: The vote figures come from Tesla’s Form 8-K. The award structure and board rationale come from Tesla’s proxy materials and award disclosures, while the earned-share status and distinctions from earlier awards come from Tesla’s 2025 Form 10-K. The shareholder opposition described above comes from the New York State Common Retirement Fund’s SEC-filed solicitation.
Frequently Asked Questions
Did Elon Musk receive $1 trillion from Tesla?
No. Tesla shareholders approved a performance-based restricted-stock award that could potentially be worth about $1 trillion under favorable future conditions. It was not a $1 trillion cash payment, and Tesla’s preliminary accounting fair-value estimate at grant was $87.75 billion.
How many Tesla shares are included in Musk’s 2025 award?
The award covers 423,743,904 Tesla shares divided into 12 tranches of 35,311,992 shares each. Tesla’s proxy describes that amount as approximately 12% of its adjusted share count.
Were the shares already earned when shareholders approved the award?
No. Tesla’s 2025 Form 10-K stated that no shares under the 2025 CEO Performance Award had become earned as of December 31, 2025. Performance certification, continued qualifying service, and vesting conditions still apply.
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It is a criticism from some investors and governance opponents who questioned whether Musk’s other companies, political activities, and outside commitments could limit his attention to Tesla. It should not be stated as an established fact that Musk literally worked only part time.
Is this the same as Musk’s 2018 Tesla compensation award?
No. The 2025 CEO Performance Award is separate from Musk’s older 2018 CEO Performance Award and from an interim stock award Tesla granted in 2025. Tesla’s 2025 Form 10-K separately reported that the milestones for the 2018 award had been achieved and certified.
The Bottom Line
Bottom line: Tesla shareholders approved Musk’s new performance-based equity award, but not an immediate $1 trillion payment. The award covers 423.7 million shares and could reach that kind of future value only if Tesla meets extraordinary market-capitalization and operating targets, Musk remains in qualifying service, and the shares ultimately vest. The vote also leaves unresolved the central governance questions about dilution, board independence, voting control, and whether the package will secure Musk’s sustained attention to Tesla.
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