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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PC Repair FREERepair Windows errors before they cause bigger problemsFix Now →Outbyte Driver Updater FREEScan for outdated or missing drivers - takes under a minuteDriver Scan →Tesla shareholders voted on June 13, 2024, to ratify Elon Musk’s 2018 performance-based stock-option award and to move Tesla’s legal home from Delaware to Texas. The vote was not a $50 billion cash payment, and it did not immediately settle the award’s legal status. Delaware’s Supreme Court later reinstated the award in December 2025, reversing the earlier rescission.
What shareholders approved on June 13, 2024
Tesla’s 2024 annual meeting produced two major governance results:
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- Shareholders approved a proposal to ratify Musk’s 2018 performance-based stock-option award.
- Shareholders approved Tesla’s redomestication from Delaware to Texas.
Tesla reported the meeting results in its investor-relations release and in an SEC Form 8-K. The Texas move was a separate corporate-law decision; it was not the legal mechanism that determined whether Musk’s compensation award was valid.
What Musk’s award actually was
The 2018 arrangement was a performance-based stock-option grant approved by Tesla’s board. It was divided into 12 tranches, each tied to company performance and market-capitalization milestones. Options give the holder the right to buy shares at a specified exercise price if the conditions are met; they are not the same as handing over cash salary at a meeting.
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The award became the subject of shareholder litigation. On January 30, 2024, Delaware’s Court of Chancery rescinded it after finding that the defendants had not established that the transaction was entirely fair. The court’s opinion is available in Tornetta v. Musk.
Why reports used different “$50 billion” figures
The headline value changed depending on the valuation date and method. It was a potential equity award, not a fixed cash payday.
| Figure | What it measures | Source and qualification |
|---|---|---|
| $55.8 billion | Maximum value described for the award | Delaware Court of Chancery’s 2024 opinion; this is a maximum-potential valuation, not cash paid at the meeting. |
| $2.6 billion | Grant-date fair value | Delaware Court of Chancery’s 2024 opinion, measured in the award’s 2018 approval context. |
| $44.9 billion | Estimated value around the 2024 meeting | Associated Press meeting-day coverage; the estimate reflected market conditions at that time. |
These numbers cannot be compared as if they were competing prices for a cash salary. Tesla’s share price, the date selected, and whether the calculation uses maximum potential value, grant-date accounting value or a later market estimate all change the result.
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How large was the ratification vote?
The percentage depends on the denominator. Tesla’s filing said 72% of disinterested voting shares supported ratification. The Associated Press reported a 77% approval figure using a different reported vote measure. Those percentages should not be merged or presented as though they describe the same share population.
| Reported result | Denominator or framing | Source |
|---|---|---|
| 72% | Disinterested voting shares supporting ratification | Tesla’s SEC meeting filing: Form 8-K |
| 77% | Approval percentage reported in contemporaneous meeting coverage, using a different vote measure | Associated Press |
Why the 2024 vote did not end the lawsuit
Tesla argued that the new shareholder vote should ratify or revive the 2018 award after the Chancery Court’s January rescission. On December 2, 2024, the Chancery Court rejected that position, ruling that the later vote had not reinstated the award. Contemporary coverage of that decision is available from the Associated Press.
The legal outcome changed on appeal. On December 19, 2025, the Delaware Supreme Court reversed the rescission and reinstated Musk’s award. The appellate opinion is published here. Tesla’s 2025 Form 10-K also describes the appellate reinstatement: SEC filing.
Timeline of the award and meeting
- 2018: Tesla’s board approved the 12-tranche performance-based stock-option award.
- January 30, 2024: Delaware’s Court of Chancery rescinded the award in the shareholder case.
- June 13, 2024: Tesla shareholders voted to ratify the award and approved moving Tesla’s incorporation to Texas.
- December 2, 2024: The Chancery Court ruled that the 2024 vote had not revived the award.
- December 19, 2025: Delaware’s Supreme Court reversed the rescission and reinstated the award.
What the meeting did—and did not—mean
It did mean shareholder approval was recorded
Tesla obtained the shareholder vote it sought in 2024, both for ratification of the award and for the Texas redomestication.
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One free scan finds every outdated or missing driver and matches the right update for your exact hardware.Free scan · exact hardware matchIt did not mean Musk received $50 billion in cash
The subject was stock options whose value depended on Tesla’s share price and performance conditions. The widely used “$50 billion payday” shorthand describes an estimated or potential equity value, not money transferred to Musk on June 13.
It did not, by itself, settle enforceability
The Chancery Court’s rejection of Tesla’s ratification theory showed that a later vote did not automatically resolve the litigation. The Delaware Supreme Court’s 2025 decision—not the meeting-day vote alone—ultimately reinstated the award.
Bottom line for readers
Tesla shareholders approved Musk’s 2018 option award in 2024, but the award’s legal fate remained in court. The award was first rescinded, the 2024 ratification was initially rejected as a cure, and Delaware’s Supreme Court later reinstated the award in December 2025. “$50 billion” is a changing valuation headline for performance-based options, not a cash payment made at the shareholder meeting.
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