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Why Tesla Asked Shareholders to Reapprove Elon Musk’s 2018 Pay Package

Tesla sought a second vote on Elon Musk’s 2018 performance-based stock-option award after a Delaware court ordered it rescinded. The vote passed, but the Delaware Supreme Court later reinstated the plan.
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Tesla urged shareholders to vote for a second time on Elon Musk’s 2018 performance-based stock-option award after a Delaware court ordered it rescinded. The June 2024 vote passed, but it did not settle the case: the Delaware Supreme Court later reversed rescission, reinstated the award, and awarded the plaintiff $1 in nominal damages. The often-repeated “$56 billion” is a historical shorthand for the award, not a verified current valuation.

What Tesla asked shareholders to approve

In May 2024, Tesla sought support for a second vote on Musk’s 2018 CEO Performance Award. The request came in a letter from Tesla Chair Robyn M. Denholm, filed with the SEC on May 21, 2024. Denholm urged shareholders to back two proposals ahead of the annual meeting: reincorporating Tesla in Texas and ratifying the 2018 award. The filing’s language was a request for votes; “begs” is an editorial characterization, not a word established by the filing. Tesla’s SEC-filed letter.

Tesla presented the vote as a matter of shareholder rights and argued that the award had delivered value. Those were the company’s advocacy claims. Its solicitation cited approximately 1,100% total shareholder return since March 2018; that figure was Tesla’s own statement, not an independently established performance measure in the court opinions.

What the $56 billion figure means

The award was not a $56 billion cash salary. It was a performance-based stock-option plan divided into 12 tranches. Each tranche required Tesla to reach a market-capitalization milestone and an operational milestone before the options could be earned. The Delaware Court of Chancery described the award as worth $55.8 billion in its 2024 opinion, which is the basis for the familiar rounded headline figure. The amount is a historical description, not a current market valuation of the options.

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The Delaware Supreme Court’s account says Tesla shareholders approved the award in 2018 with 73% of votes cast in favor, excluding Elon and Kimbal Musk’s shares. The 2018 approval and the 2024 resubmission were separate votes, held in different circumstances.

Why the award went to court

In January 2024, the Delaware Court of Chancery found the award was a conflicted transaction subject to the demanding entire-fairness standard and that the defendants had not shown it met that standard. The court ordered rescission. Its analysis addressed whether Musk exercised transaction-specific control, whether the approval process and disclosures met fiduciary standards, and what remedy was appropriate. The Delaware Supreme Court later recounted the trial court’s findings in its appellate opinion. Delaware Supreme Court opinion in In re Tesla, Inc. Derivative Litigation.

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Tesla then resubmitted the plan for a shareholder vote with additional disclosure, including a copy of the Chancery opinion. On June 13, 2024, a majority of present and disinterested shares voted in favor. The cited Supreme Court account describes the result as a majority; it does not provide a percentage in that passage.

Why the second vote did not immediately end the dispute

In December 2024, the Chancery court rejected Tesla’s argument that the later vote should revise its post-trial decision. The court explained that “a stockholder vote standing alone cannot ratify a conflicted-controller transaction.” The ruling distinguished shareholder support from the court’s assessment of the conflict, the approval process, and the remedy. The Delaware Supreme Court’s opinion recounts the proceedings and final disposition.

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The trial court’s rejection of the vote’s effect was not the final legal outcome. On appeal, the Delaware Supreme Court reversed the rescission remedy, reinstated the 2018 plan, and awarded the plaintiff $1 in nominal damages. The court stated: “We reinstate the 2018 plan and award the Plaintiff nominal damages.” The Supreme Court’s disposition, rather than the earlier rescission order, is the current outcome reflected in these opinions.

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What Tesla said was at stake

Tesla argued in its proxy materials that rejecting the award could require the company to formulate a new compensation package and potentially produce an accounting charge in excess of $25 billion. That was Tesla’s stated rationale, as recounted by the Delaware Supreme Court—not a realized charge or a finding that the company incurred one.

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