Quick wins for a faster PC:
Scan for outdated or missing drivers - takes under a minuteDriver Scan →Repair Windows errors before they cause bigger problemsFix Now →Fix the driver behind crashes, sound loss and screen glitchesFind Drivers →Tesla shareholders voted to ratify Elon Musk’s 2018 CEO Performance Award again at the company’s June 13, 2024 annual meeting. The proposal received 1,760,780,650 votes for and 528,908,419 against under the Nasdaq voting standard—about 77% of votes cast.
That second approval was important, but it was not an immediate end to the legal dispute. The Delaware Court of Chancery had already ordered the award rescinded after finding problems with Musk’s influence over the compensation process. Tesla’s later appeal ultimately changed the outcome: on January 30, 2026, the Delaware Supreme Court reinstated the 2018 plan and awarded the shareholder plaintiff nominal damages.
What Tesla shareholders approved in 2024
The vote concerned Tesla’s 2018 CEO Performance Award, also called the 2018 compensation plan or 2018 CEO Award. It was a 100% performance-based stock-option award—not a conventional cash salary.
The award was tied to Tesla’s achievement of operational and market-value milestones. Its widely reported headline value was approximately $56 billion when the plan was approved and the relevant options were valued. That number was not a guaranteed cash payment. The value of stock options changes with Tesla’s share price and other factors; contemporary reporting put the award’s value closer to approximately $44.9 billion before the June 2024 vote.
#1 Best Overall
- EVERY FINANCIAL DOCUMENT IN ONE PLACE — This financial records organizer includes six pre-labeled tab dividers — Investments, Bank Statements, Insurance, Legal Documents, Taxes, and Retirement — so every important paper has a clear home. No more hunting through file boxes, drawers, and shoeboxes when you need a tax return or insurance policy.
- PEACE OF MIND FOR YOU, CLARITY FOR THE PEOPLE YOU LOVE — Whether it is a CPA appointment, a tax filing, a retirement decision, or a family member stepping in to help, every account number, policy, and statement is in one clearly-labeled financial binder — accessible in minutes, not hours. Designed to hold the financial records you actually need at hand — current policies, recent tax returns, key statements, beneficiary forms — not a replacement for your full file cabinet.
- PREMIUM LINEN CONSTRUCTION, MADE IN THE USA — Refined linen cover with silver foil detailing, rigid hardcover, and a 1.5-inch D-Ring that holds up to 350 sheets of standard 8.5 x 11 paper. Includes a heavyweight water-resistant document pocket, media sleeve for USB drive backups, and a business card holder for your CPA or financial advisor.
- A THOUGHTFUL GIFT WITH LASTING PURPOSE — Getting financial records organized is something most people mean to do one day. This portfolio makes starting easier — an ideal gift for aging parents, newly retired couples, adult children managing household finances, or anyone preparing for tax season, a financial advisor meeting, or retirement.
- FOR THE WAY HOUSEHOLDS ACTUALLY ORGANIZE — Built for the household record-keeper getting financial papers in one place, the adult child helping aging parents centralize accounts and policies, and anyone preparing a spouse, executor, or financial advisor with everything they would need to step in and find what matters.
At the June 13, 2024 meeting, shareholders were not voting on a routine annual pay package. They were voting on whether to ratify the earlier award after a Delaware judge had found the original approval process legally defective.
The 2024 vote, by voting standard
Tesla’s Form 8-K reported the result under three separate standards. The percentages should not be treated as interchangeable because each uses a different denominator.
| Voting standard | Votes for | Votes against | Result |
|---|---|---|---|
| Nasdaq standard | 1,760,780,650 | 528,908,419 | Approximately 77% of votes cast |
| Tesla bylaws standard | 1,760,780,650 | 528,908,419 | Approximately 76% of voting power present or represented by proxy, including 20,579,821 abstentions in the reported totals |
| Disinterested-shareholder standard | 1,348,109,854 | 528,908,419 | Approximately 72% of votes cast after excluding shares owned directly or indirectly by Elon Musk or Kimbal Musk |
The most revealing comparison is between the approximately 77% overall result and the approximately 72% result excluding Musk-family shares. Even without Elon Musk and Kimbal Musk’s directly or indirectly owned shares, the proposal received more votes for than against under the disinterested-shareholder calculation.
That exclusion mattered because Tesla was trying to show that support for the award did not depend solely on the votes of the people most closely connected to it. It also reflected the legal and governance concerns raised by the litigation.
Do these 3 things before closing this tab:
1Clear out junk files and repair common Windows errors2Scan for outdated or missing drivers - takes under a minute3Repair Windows errors before they cause bigger problemsWhy Tesla asked shareholders to vote a second time
Tesla’s board originally approved Musk’s award in 2018, and Tesla shareholders approved it that year. Shareholder Richard Tornetta later brought a derivative lawsuit challenging the award and the process used to approve it.
On January 30, 2024, the Delaware Court of Chancery ruled against Musk and the director defendants. The court found, among other things, that:
- Musk exercised transaction-specific control over the compensation process;
- the board’s approval process was not sufficiently independent or adversarial; and
- the disclosures provided to shareholders were materially deficient.
The court ordered the award rescinded. In practical terms, Tesla could not treat the 2018 shareholder vote as though it had settled the issue once the court had determined that the approval process and disclosures were inadequate.
After that ruling, Tesla created a special committee and sought another shareholder vote with additional disclosures, including the Court of Chancery’s opinion. Tesla’s proxy recommended ratification under common-law principles and Section 204 of the Delaware General Corporation Law. The board argued that ratification was in Tesla’s and its stockholders’ best interests.
Free tools Windows power users keep installed
One-click scans. No signup required.
The second vote was therefore a litigation and corporate-governance response. It was intended to demonstrate informed shareholder support after the first approval had been challenged and invalidated by the trial court—not simply to approve another year of executive compensation.
Why the 2024 “yes” vote did not immediately restore the award
The June 2024 vote occurred after the Court of Chancery had already entered its rescission judgment. Tesla and the director defendants asked the court to revise that judgment in light of the new shareholder approval, but the Court of Chancery refused.
This distinction is central: shareholder approval and fiduciary-duty review are related but not identical questions. Tesla argued that the new vote showed informed shareholder support. The court separately examined issues including control, board independence, disclosure quality and the fairness of the transaction.
The case illustrates why a shareholder vote does not automatically cure every alleged fiduciary breach. Whether a later vote can affect the remedy depends on the facts, the governing law, the quality of the disclosures and the court’s assessment of the transaction and approval process. The 2024 vote did not, by itself, erase the prior judgment.
What changed in 2026
On January 30, 2026, the Delaware Supreme Court reversed the rescission remedy, reinstated Tesla’s 2018 plan and awarded the plaintiff nominal damages.
The Supreme Court’s opinion described the lower court’s use of entire-fairness review after finding transaction-specific control. It also stated that the Court of Chancery had concluded that the defendants failed to prove the award entirely fair. Despite that conclusion, the Supreme Court held that rescission was the wrong remedy and ordered the plan restored.
That later ruling means the current legal status is different from the immediate aftermath of the June 2024 meeting:
- June 13, 2024: shareholders voted again to ratify the 2018 award.
- After the vote: the Court of Chancery declined to revise its rescission judgment.
- January 30, 2026: the Delaware Supreme Court reinstated the 2018 plan and awarded nominal damages.
The Supreme Court’s remedy ruling does not make the 2024 vote the sole reason the award survived, nor does it erase the importance of the lower court’s findings about the approval process and fairness. It is more accurate to describe the matter as a dispute resolved through appellate litigation after the second shareholder vote, rather than as a controversy settled by the vote alone.
Rank #2
- 1.5 Inch 3 Ring Binder for SDS/MSDS: Professional binder that complies with OSHA’s 2012 requirements. Includes 3 Inch Round Rings - can fit up to 250 sheets of 8.5 x 11 inch papers, which is the standard size for most documents, including Safety Data Sheets.
- Impressive Capacity 1.5 Inch Binder: Actual outer dimensions are 12” x 11.8” x 3.8”. The heavy duty 3 ring binder 1.5 inch can hold 250 sheets of standard 8.5 x 11" papers.
- Highly Visible Large Binder: Yellow safety binder with bright colors make it easy to see and find. The binder is carefully and thoughtfully designed with details not only on the front cover but also on the side. A large "SDS" is printed in a noticeable color on a yellow background, which promotes the visibility of the SDS binder.
- Durable, Unbreakable SDS Binder: Heavy duty binder which is made of the strongest polypropylene available. It's semi-flexible and resists harmful elements like moisture, stains, and chemicals.
- Trilingual: Promotes workplace safety awareness among English, Spanish, and French speaking employees in multinational companies. Includes the GHS Pictograms on the cover.
Tesla also approved moving its legal home to Texas
Shareholders approved a separate proposal at the same June 13, 2024 meeting: converting Tesla from a Delaware corporation into a Texas corporation.
The redomestication vote had its own approval requirements and should not be confused with the Musk compensation ratification. Tesla presented both proposals against the background of the Delaware litigation and its broader governance environment, but they were legally separate matters.
| Texas conversion standard | Votes for | Votes against | Reported result |
|---|---|---|---|
| Majority of outstanding shares | 2,000,873,803 | 293,910,071 | Approximately 63% of outstanding voting shares |
| Disinterested-shareholder standard | 1,588,203,007 | 293,910,071 | Approximately 84% of eligible disinterested shares represented and entitled to vote |
The Texas proposal also required a separate majority from shares not owned directly or indirectly by Elon Musk or Kimbal Musk. As with the compensation vote, that separate calculation was designed to show support from eligible shareholders apart from Musk-family holdings.
The 63% and 84% figures use different denominators. The 63% figure measures votes for against the number of outstanding voting shares. The 84% figure measures the result among eligible disinterested shares represented and entitled to vote. They should not be compared as if they were the same type of approval percentage.
PC Slower Than It Used to Be?
A free scan shows the junk files, broken settings and background clutter dragging Windows down - then fixes them in one click.Free scan · Windows 10 & 11Crashes, No Sound, or Screen Glitches?
Random freezes, missing sound and display glitches usually trace back to one bad driver. Find and replace yours safely.Free scan · under a minuteWhy the vote mattered beyond Musk’s compensation
The dispute became a prominent example of the tension between shareholder approval and directors’ fiduciary duties. A large shareholder vote can demonstrate investor support, but it does not necessarily answer whether a board acted independently, whether a controlling stockholder influenced the process, or whether shareholders received adequate information.
The case also brought several issues together:
- Executive compensation: the award was an unusually large performance-based equity grant rather than a fixed salary.
- Corporate control: the courts examined Musk’s influence over the transaction-specific approval process.
- Board independence: the original process was scrutinized for whether directors could negotiate or challenge the award effectively.
- Shareholder voting: Tesla relied on a new, separately calculated vote that excluded Musk-family shares from the disinterested tally.
- Corporate domicile: Tesla shareholders separately approved moving the company from Delaware to Texas.
- Derivative litigation: the lawsuit was brought on behalf of Tesla and challenged actions involving the company’s directors and executive compensation.
The outcome should not be reduced to a general rule that a later shareholder vote always cures an earlier fiduciary-duty problem. The 2026 decision turned on the appropriate remedy in this case, while the underlying procedural and fairness questions remained important to the court’s analysis.
What the $56 billion figure does—and does not—mean
The phrase “$56 billion pay plan” is useful shorthand, but it can be misleading without context.
- It was an estimated value associated with the stock-option award, not cash deposited into Musk’s account.
- The award was performance-based and dependent on Tesla milestones.
- Its market value could rise or fall as Tesla’s share price changed.
- The figure reflected the plan’s historical headline valuation and should not be presented as a guaranteed amount.
It is also important not to confuse the 2018 award at issue in this litigation with Tesla’s separate 2025 CEO Performance Award approved at the company’s November 6, 2025 annual meeting. Those are different compensation arrangements.
The Tool Desk
Outbyte PC Repair FREERepair Windows errors before they cause bigger problemsFix Now →Outbyte Driver Updater FREEScan for outdated or missing drivers - takes under a minuteDriver Scan →The short version
Tesla shareholders voted yes again in June 2024, approving ratification of Elon Musk’s 2018 performance-based stock-option award by approximately 77% of votes cast under the Nasdaq standard and approximately 72% excluding Musk-family shares. They also approved Tesla’s separate conversion from a Delaware corporation to a Texas corporation.
The vote did not immediately end the lawsuit because the Delaware Court of Chancery had already ordered the award rescinded. The Delaware Supreme Court later changed the remedy: on January 30, 2026, it reinstated the 2018 plan and awarded nominal damages to the shareholder plaintiff.
Frequently Asked Questions
Did Elon Musk receive $56 billion in cash?
No. The $56 billion figure was a historical estimated value associated with a performance-based stock-option award. It was not a guaranteed cash salary or cash payment, and the value of the options could change with Tesla’s share price.
Did Tesla’s 2024 shareholder vote immediately settle the Musk pay lawsuit?
No. The vote occurred after the Delaware Court of Chancery had ordered the award rescinded, and that court refused to revise its judgment after the second vote. The Delaware Supreme Court later reinstated the 2018 plan on January 30, 2026, while awarding the plaintiff nominal damages.
How much support did Musk’s award receive without Musk-family shares?
Under Tesla’s disinterested-shareholder standard, the proposal received 1,348,109,854 votes for and 528,908,419 against—approximately 72% of votes cast excluding shares owned directly or indirectly by Elon Musk or Kimbal Musk.
Was the Texas move the same proposal as Musk’s compensation ratification?
No. Tesla’s conversion from a Delaware corporation to a Texas corporation was a separate proposal at the same annual meeting. It had different voting requirements and vote totals.
Is the 2018 award the same as Tesla’s 2025 CEO Performance Award?
No. The 2018 CEO Performance Award was the subject of the Delaware litigation and the June 2024 ratification vote. Tesla’s 2025 CEO Performance Award was a separate compensation arrangement.
The Bottom Line
Bottom line: Tesla shareholders did approve Elon Musk’s 2018 performance-based pay plan again in June 2024, including a separate approximately 72% vote excluding Musk-family shares. But that vote was not the final legal event. After the Delaware Court of Chancery initially ordered the award rescinded, the Delaware Supreme Court reinstated the plan on January 30, 2026 and awarded the shareholder plaintiff nominal damages.
Quick Recap
Product prices and availability are accurate as of the date/time indicated and are subject to change. Any price and availability information displayed on Amazon at the time of purchase will apply.
