Event

Tesla vote on ratifying Musk’s 2018 pay award, June 2024

At Tesla’s annual meeting of 13 June 2024 shareholders voted on ratifying the 2018 stock-option award to Elon Musk; Tesla says 72% of shares excluding Musk’s supported it. A Delaware court later refused to give the vote effect.

4 links, 4 backed by primary records

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Dates
13 Jun 2024

Both the BlackRock bulletin and the The Vanguard Group note are the firms’ own accounts of how their stewardship teams voted at Tesla. They are votes cast for clients, not decisions of Larry Fink.

Connections 4

involved

  • Tesla company whose shareholders voted Primary record 1
  • Elon Musk the award’s recipient Primary record 23

    The 72% is Tesla’s own figure. The Delaware Supreme Court’s opinion says a majority of disinterested shares voted for the plan.

  • BlackRock its stewardship team voted for the ratification and, by its bulletin, supported the 2018 award Primary record 1

    BlackRock Investment Stewardship votes only for clients who authorise it to. It also voted against director James Murdoch at the same meeting.

  • The Vanguard Group its advised funds did not support the award in 2018 and voted for the ratification in 2024 Primary record 4

    Vanguard says the retroactive review removed its concern that pay could be earned without outperformance.

Timeline 1 date
  1. 13 Jun 2024 Tesla vote on ratifying Musk’s 2018 pay award, June 2024
Proof 4 sources
  1. Vote Bulletin: Tesla, Inc. (meeting of 13 June 2024), BlackRock, Jul 2024. Primary record Archived copy
    Item 4: Ratify Performance Based Stock Options to Elon Musk
    BlackRock voted FOR Items 3, 4, 6, 7, and 8 and AGAINST Items 1a and 9
    Accordingly, it was in the financial interests of our clients to support the ratification of Mr. Musk’s 2018 Performance Award at the June 2024 AGM.
    BIS supported the CEO Performance Award in 2018 based on our assessment that the market cap and operational metrics were sufficiently challenging and encouraged stretch performance. Though we have concerns regarding the structure and magnitude of the award,
  2. Tesla, Inc. 2025 proxy statement (Schedule 14A), Tesla, 17 Sep 2025. Primary record
    Holders of 72% of our shares ( excluding those held by our Chief Executive Officer and related persons) supported ratification of that compensation plan
  3. In re Tesla, Inc. Derivative Litigation, Nos. 534, 2024 and 10-12, 2025 (Del. Dec. 19, 2025), Supreme Court of Delaware, 19 Dec 2025. Primary record
    A majority of disinterested shares voted for the plan.
  4. Vanguard Investment Stewardship Insights: Redomestication and executive pay proposals at Tesla, Inc. (June 2024), The Vanguard Group, Jun 2024. Primary record Archived copy
    The Vanguard-advised funds did not support the 2018 proposal given concerns related to the potentially significant relative magnitude of payouts linked to absolute, though ambitious, operating and market capitalization metrics.
    the Vanguard-advised funds voted for the ratification of the CEO’s 2018 option award at the 2024 annual meeting.
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