Tesla shareholders voted on June 13, 2024, to ratify Elon Musk’s 2018 performance-based stock-option award and to move Tesla’s legal incorporation 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 by the Court of Chancery.
What shareholders approved on June 13, 2024
Tesla’s 2024 annual meeting produced two major governance decisions. Shareholders approved a proposal to ratify Musk’s 2018 compensation award and separately approved Tesla’s redomestication to Texas, according to Tesla’s meeting-results release.
The Texas vote and the compensation dispute were separate matters. Moving Tesla’s state of incorporation did not, by itself, determine whether Musk’s award was legally enforceable.
The ratification vote
Tesla’s later SEC filing reported that 72% of disinterested voting shares supported ratification. “Disinterested” excludes shares whose holders had a personal interest in the outcome. The Associated Press reported a 77% approval figure using a different vote measure. Those percentages should not be combined: they use different denominators and reporting bases.
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The official vote disclosure is in Tesla’s 2024 meeting Form 8-K. The meeting-day AP report is available here.
What Musk’s 2018 award actually was
The award was a performance-based stock-option grant approved by Tesla’s board in 2018, not a salary or a check handed to Musk at the meeting. It contained 12 tranches, each tied to Tesla performance and market-capitalization milestones. Options give the holder the right to buy shares at a preset exercise price if the conditions are met; their eventual value depends on Tesla’s share price and the award’s terms.
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The Delaware Court of Chancery described two different measures for the award:
| Figure | What it measures | Source and context |
|---|---|---|
| $55.8 billion | Maximum potential value | Described in the 2024 Court of Chancery opinion |
| $2.6 billion | Grant-date fair value | 2018 valuation measure described in the same opinion |
| $44.9 billion | Estimated value at the 2024 meeting | Associated Press meeting-day estimate |
These numbers answer different questions. The $55.8 billion figure is a maximum-value calculation, the $2.6 billion figure is a grant-date accounting valuation, and the $44.9 billion figure was a market estimate reported in June 2024. None means Musk received that amount in cash in 2024.
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The court’s factual description appears in Tornetta v. Musk; the AP’s contemporaneous estimate is in its meeting coverage.
Why the shareholder vote did not end the lawsuit
The 2018 award was rescinded in January 2024
On January 30, 2024, the Delaware Court of Chancery rescinded the award after finding that the defendants had not shown the transaction was entirely fair. The ruling followed a shareholder challenge to the 2018 approval process.
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The later ratification was rejected by the Chancery Court
After the June meeting, Tesla asked the Chancery Court to treat the shareholder vote as restoring the award. On December 2, 2024, the court rejected that request, concluding that the 2024 vote had not reinstated the rescinded award. Contemporary coverage of that decision is available from the Associated Press.
The Delaware Supreme Court reversed in December 2025
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).
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That sequence matters: shareholder approval in June 2024 was a corporate vote, while the award’s ultimate enforceability depended on the court proceedings. The Supreme Court’s 2025 decision, rather than the meeting vote alone, is what restored the award under the litigation record summarized above.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.Timeline of the pay-package dispute
- 2018: Tesla’s board approved the 12-tranche performance-based option award.
- January 30, 2024: The Delaware Court of Chancery rescinded the award.
- June 13, 2024: Shareholders voted to ratify the award and approved the Texas redomestication.
- December 2, 2024: The Chancery Court ruled that the later vote had not revived the award.
- December 19, 2025: The Delaware Supreme Court reversed the rescission and reinstated the award.
How to interpret the “$50 billion payday” headline
- It was not cash compensation: the award consisted of stock options subject to performance conditions.
- The value was not fixed: estimates changed with Tesla’s share price and with the valuation method used.
- The vote figures are not interchangeable: Tesla’s 72% figure covered disinterested shares, while the AP’s 77% figure used another reported denominator.
- Approval and enforceability were different questions: the meeting vote did not by itself resolve the Delaware litigation.
For readers evaluating the headline, the most accurate shorthand is that Tesla shareholders endorsed ratification of a potentially very large, performance-linked option award; they did not hand Musk a $50 billion check at the 2024 meeting.
What the Texas move changed—and what it did not
Shareholders also approved Tesla’s move to Texas. That change affected Tesla’s state of incorporation and the corporate-law forum governing future matters. It did not erase the Delaware court decisions already made in the Musk compensation case, nor did it turn the options into cash compensation.
Tesla reported both meeting outcomes in its official release. Its 2024 quarterly filing also discusses the meeting and related matters (Form 10-Q).
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