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Yes, Tesla returned to familiar arguments about honoring its bargain and the risk of losing Elon Musk’s services—but the 2025 proposal was not simply the same vote or legal dispute as the 2024 effort. In 2024, Tesla asked shareholders to ratify Musk’s 2018 award and argued that replacing it could trigger accounting complications. In 2025, a special committee made a new performance-award proposal, presenting retention and executive-compensation credibility as reasons to act. The 2018 award’s legal status then changed: the Delaware Supreme Court reinstated it in December 2025, and Tesla’s 2026 filing described the steps that followed.
What Tesla argued in 2024
Tesla’s April 2024 proxy asked shareholders to ratify the same 2018 CEO compensation grant that the Delaware Court of Chancery had rescinded. As the court later recounted Tesla’s position, the company argued that if it had to devise a new compensation package, it could face a potential accounting charge in excess of $25 billion. That was Tesla’s argument in the ratification campaign, not a court finding that the charge was inevitable. (Delaware Court of Chancery opinion)
Shareholders voted in favor of the proposal on June 13, 2024. The vote did not at that point erase the Chancery Court’s ruling: in December 2024, the court denied the defendants’ request to revise its decision based on the later vote, treating it as an event after trial rather than a reason to reopen the record. (Delaware Court of Chancery decision)
How the 2025 argument echoed the earlier one
Tesla’s 2025 annual report says a special committee considered ways to address Musk’s retention and compensation. Its case returned to two themes familiar from 2024: honoring the existing bargain and the risk to Tesla if Musk’s services were lost. The committee used the phrase “a deal is a deal” and said failure to honor the bargain could harm the company’s relationship with current and future executives. These were the committee’s arguments, not findings by a court. (Tesla 2025 annual report)
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The company’s growth comparison
To explain why it believed Musk should be made whole for Tesla’s growth, the committee compared a market capitalization of approximately $53.5 billion in March 2018 with approximately $1.08 trillion on August 29, 2025. Tesla characterized that as more than 20-fold growth over about seven years. Those are company-reported figures and framing; they do not establish how much of the change Musk personally caused. (Tesla 2025 annual report)
What changed in the proposal
The 2024 campaign was about shareholder ratification of the 2018 grant. The 2025 campaign concerned a new performance award and related arrangements. Tesla’s filing says the committee considered seeking shareholder re-ratification of the 2018 award or making an immediate award for the remaining shares, but cited legal, jurisdictional, disruption, flexibility and accounting concerns with those alternatives. It described an interim award as reducing—but not eliminating—the uncertainty surrounding the 2018 award. (Tesla 2025 annual report)
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The “$1 trillion” in the headline refers to the maximum potential value framed by the 2025 compensation proposal, not cash already paid to Musk. The available information here does not establish the proposal’s exact performance milestones or the annual-meeting vote tally, so neither should be inferred from the headline amount.
What happened to the 2018 award after the vote
The 2024 shareholder vote did not itself restore the award in the Chancery Court. The decisive later change came on December 19, 2025, when the Delaware Supreme Court reversed the order rescinding the 2018 award. Tesla’s 2025 Form 10-K says the award was reinstated and that the court awarded $1 in nominal damages. (Tesla 2025 Form 10-K)
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Tesla’s Q1 2026 Form 10-Q says the Chancery Court entered an implementing order on March 18, 2026. The same filing says Musk forfeited the 2025 interim award on April 21, 2026. It also reports that the board approved an implementation agreement for exercise of the 2018 award; Tesla says the agreement adds no economic benefit, but imposes service and holding conditions. These are details reported by Tesla in its filing. (Tesla Q1 2026 Form 10-Q)
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.How to read the two campaigns
| Issue | 2024 campaign | 2025 campaign |
|---|---|---|
| Proposal at issue | Shareholder ratification of the 2018 grant | A new performance award and related arrangements |
| Tesla’s stated concern | Potential accounting charge in excess of $25 billion if Tesla had to formulate a new package, as the Chancery Court recorded Tesla’s argument | Retention, honoring the bargain, and the effect on Tesla’s relationship with current and future executives, as described by the special committee |
| What the vote or court action did | Shareholders approved the proposal on June 13, 2024; the Chancery Court later declined to revise its ruling based on that post-trial vote | The later Supreme Court reversal reinstated the 2018 award; Tesla’s 2026 filing describes implementation and the forfeiture of the interim award |
The comparison shows a recurring retention-and-bargain rationale, but the proposals and legal outcomes were different. Tesla’s stated business case should also be kept separate from what courts decided: the 2024 vote did not reverse the Chancery Court, while the Supreme Court’s 2025 decision did reverse the rescission order.
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