Short answer: Tesla shareholders were never the only uncertainty. They ratified Elon Musk’s 2018 performance-based stock-option award by decisive margins in June 2024—including about 72% support from disinterested votes—but the Delaware court challenge continued. The Delaware Supreme Court reinstated the award in December 2025, and Musk exercised 303,960,630 shares in June 2026 under terms that keep the resulting restricted shares subject to continued service through January 19, 2028.
Tesla shareholders approved ratification of Elon Musk’s 2018 performance-based stock-option award by roughly three-quarters of the relevant votes in June 2024. That included about 72% support from disinterested shareholders after shares owned directly or indirectly by Musk and his brother, Kimbal Musk, were excluded.
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So, if the question is whether shareholders were likely to approve it, the result was never especially close. But that was only one part of the story. The vote did not itself settle the Delaware court challenge, and it did not immediately hand Musk freely tradable stock. The Delaware Supreme Court reinstated the award in December 2025, an implementing order followed in March 2026, and Musk exercised 303,960,630 shares in June 2026 under terms that leave the resulting restricted shares subject to continued service through January 19, 2028.
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What Tesla shareholders actually approved
Tesla’s 2024 annual-meeting Proposal 4 asked shareholders to ratify the 100% performance-based CEO stock-option award that had originally been proposed and approved in 2018. The wording matters: shareholders were not creating a brand-new award in 2024. They were being asked to affirm the earlier award after it had become the subject of Delaware litigation.
Tesla’s 2024 Form 8-K reported that the proposal passed under each required voting standard:
| Voting measure | Approximate support | What it means |
|---|---|---|
| Nasdaq standard | 77% of votes cast | The proposal received a decisive majority under the applicable exchange standard. |
| Tesla bylaw standard | 76% of the voting power present and entitled to vote | Support also cleared Tesla’s separate voting requirement. |
| Disinterested votes | 72% of votes cast | Support remained substantial after excluding shares owned directly or indirectly by Elon Musk and Kimbal Musk. |
The disinterested-vote figure is the most important answer to the simplest criticism of the vote. The result cannot accurately be described merely as Musk voting himself a compensation package. Shareholders without those excluded interests still approved ratification by a large margin.
That does not mean every Tesla investor supported the award, nor does it make the package legally uncontroversial. It means the shareholder vote showed broad support among the votes counted under the applicable standards.
Why the 2024 vote did not end the dispute
Shareholder approval and judicial approval were separate questions.
The Delaware litigation focused on the validity of the board’s original process and the legal effect of the 2018 award. A later shareholder vote could demonstrate investor support, but it did not automatically erase the Chancery Court’s finding against the award or dictate the outcome of the appeal.
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That is why it would be inaccurate to say that the 2024 vote “overturned” the Delaware ruling. Tesla’s later filings attribute the reversal to the Delaware Supreme Court, which reinstated the 2018 CEO Performance Award on December 19, 2025. The Delaware Chancery Court then entered an implementing order on March 18, 2026.
In other words, the vote was politically and commercially significant, but the final legal turning point came through the appellate court process. The sequence matters:
- 2018: Tesla shareholders approved the original 100% performance-based stock-option award.
- 2024: Shareholders ratified that award again, including by a substantial majority of disinterested votes.
- December 19, 2025: The Delaware Supreme Court reinstated the award.
- March 18, 2026: The Chancery Court entered an order implementing the Supreme Court’s reversal.
- April 21, 2026: Tesla entered an Implementation Agreement addressing how Musk could exercise the award and how the resulting shares would be treated.
- June 17, 2026: Musk reported exercising 303,960,630 shares under the 2018 award.
What Musk received—and what he did not receive immediately
The original 2018 instrument was a stock-option award. That is different from receiving unrestricted shares outright on the approval date. Exercising an option creates a separate obligation to pay the exercise price and can involve tax and settlement mechanics.
Tesla’s April 21, 2026 Implementation Agreement was designed in part to address the company’s concerns about a large immediate share sale to cover exercise costs and taxes. Tesla said the arrangement provided Musk with no additional economic benefit, while imposing a service-based vesting condition on the restricted shares issued through exercise of the 2018 award.
Under the agreement, Musk must remain in continuous qualifying service through January 19, 2028. His June 17 Form 4 reported:
- Exercise of 303,960,630 shares under the 2018 award;
- A split-adjusted exercise price of $23.34 per share;
- Restricted shares scheduled to vest on January 19, 2028, subject to the service condition; and
- Settlement of the exercise-price obligation through net-share settlement rather than an open-market securities sale.
That means the June 2026 event should not be described as Musk simply receiving more than 303 million freely available shares. The exercise established the restricted-share position, but access to the shares’ economic value remained tied to the stated service requirement.
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The “no double dip” issue
There was also a separate interim compensation mechanism created while the litigation over the 2018 award continued.
On April 21, 2026, Tesla’s disinterested directors determined that the final judgment allowing Musk to exercise the 2018 award constituted a specified Tornetta Decision Event under the 2025 CEO Interim Award. Tesla said that determination resulted in forfeiture of the interim award.
The practical effect was a “no double dip” treatment: Musk was not supposed to retain both a bridge award designed to address the litigation delay and the restored 2018 award without adjustment. Once the 2018 award became exercisable, Tesla’s filing said the interim award was forfeited.
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Do not confuse the three Musk compensation instruments
Headlines about Musk’s “pay package” can blur together three distinct awards. They should be analyzed separately.
| Award | What it is | Relevant status or terms |
|---|---|---|
| 2018 CEO Performance Award | A 100% performance-based stock-option award | Approved in 2018, ratified by shareholders in 2024, reinstated by the Delaware Supreme Court in 2025, and exercised in part in June 2026. The resulting restricted shares remain subject to service-based vesting through January 19, 2028. |
| 2025 CEO Interim Award | A bridge compensation arrangement during the litigation period | Tesla said it was forfeited after restoration of the 2018 award, consistent with a no-double-dip principle. |
| 2025 CEO Performance Award | A separate long-term restricted-stock award | It covers 423,743,904 shares divided into 12 equal tranches, representing 12% of the adjusted share count. Each tranche requires a market-capitalization milestone paired with an operational milestone over a 10-year performance period. |
The 2025 CEO Performance Award also includes product and adjusted-EBITDA goals, along with continued-service and performance requirements. Shares can be forfeited if those conditions are not met.
Tesla’s SEC exhibit gave the 2025 award a preliminary aggregate fair-value estimate of $87.75 billion. That figure is not cash compensation, a guaranteed payout, or proof that Musk received $87.75 billion. It is an estimated value assigned to a contingent equity award whose tranches depend on future milestones and service.
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So—was there ever any doubt?
There was relatively little doubt about the direction of the 2024 shareholder vote, but there was substantial doubt about the award’s legal and practical outcome.
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1Clear out junk files and repair common Windows errors2Scan for outdated or missing drivers - takes under a minute3Repair Windows errors before they cause bigger problemsThe vote totals were decisive, and the 72% disinterested support makes it too simplistic to portray the result as Musk using his own holdings to force approval. Still, a shareholder vote could not by itself resolve the court’s concerns about the original award. The award remained exposed to the Delaware appeal until the state Supreme Court reinstated it in December 2025.
Even after the legal reversal, implementation involved more than a ceremonial victory. Tesla and Musk addressed exercise-price and tax settlement, the risk of a large immediate sale, service-based vesting, and the forfeiture of the interim award. By June 2026, Musk had exercised the award, but the resulting restricted shares were not simply unrestricted stock available without conditions.
The most accurate answer is therefore conditional:
- Shareholder support? Yes, and by a decisive margin.
- Disinterested shareholder support? Yes, approximately 72% of disinterested votes cast.
- Immediate legal finality after the vote? No.
- Final legal result by August 2026? Tesla’s filings described the 2018 award as reinstated and implemented after the Delaware Supreme Court’s decision.
- Immediate delivery of freely tradable shares? No; the exercised shares were restricted and subject to continued service through January 19, 2028.
Why the wording matters
Four descriptions are especially easy to get wrong:
- Say “ratified”, not “created,” when discussing the 2024 shareholder action.
- Say the Delaware Supreme Court reinstated the award, rather than saying shareholders overturned the Chancery Court.
- Call the June 2026 result restricted shares subject to service-based vesting, not immediately freely tradable shares.
- Describe the $87.75 billion figure as a preliminary fair-value estimate for a contingent 2025 equity award, not cash received by Musk.
For historical background on Musk and Tesla
Readers looking for context about Musk’s leadership style and the history of his companies may find Walter Isaacson’s Elon Musk biography useful as background reading. It is not a source for the 2024 vote, the Delaware decisions, or the 2026 exercise; the book predates those events. Those current details come from Tesla’s filings and Musk’s SEC Form 4.
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The key records for this account are Tesla’s 2024 Form 8-K reporting the annual-meeting vote; Tesla’s 2026 Form 10-Q describing the Delaware Supreme Court decision, Chancery Court order, and implementation status; the SEC exhibit setting out the terms of the 2025 CEO Performance Award; and Musk’s June 17, 2026 Form 4 reporting the exercise. The legal and compensation descriptions above follow those filings and distinguish Tesla’s statements from conclusions about value or availability.
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Frequently Asked Questions
Did Tesla shareholders create Elon Musk’s pay package in 2024?
No. Tesla shareholders ratified the 2018 CEO Performance Award in 2024; they did not create it then. The original award had been proposed and approved in 2018.
Did Elon Musk receive freely tradable shares immediately in June 2026?
No. Tesla’s filings say Musk exercised 303,960,630 shares at a split-adjusted exercise price of $23.34, but the resulting shares were restricted and scheduled to vest on January 19, 2028, subject to continuous qualifying service.
Was Elon Musk paid $87.75 billion in cash?
No. The $87.75 billion amount was a preliminary aggregate fair-value estimate for the separate 2025 CEO Performance Award. That award has 12 tranches, performance and service conditions, and a 10-year performance period; it was not cash paid to Musk.
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What happened to Musk’s 2025 interim award?
Tesla said its disinterested directors determined that restoration of the 2018 award triggered a specified Tornetta Decision Event under the 2025 CEO Interim Award. The interim award was therefore forfeited, consistent with a no-double-dip principle.
The Bottom Line
Bottom line: Tesla shareholders gave Musk’s 2018 award strong backing in 2024, including from disinterested shareholders, so the vote itself was not much of a cliffhanger. The real uncertainty was legal: the Delaware courts—not the shareholder vote—ultimately determined whether the award could stand. By August 2026, Tesla reported that the award had been reinstated and exercised, but the resulting restricted shares remained tied to Musk’s continued service through January 19, 2028. The separate 2025 performance award and its preliminary $87.75 billion fair-value estimate should not be folded into that calculation.
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