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Delaware Supreme Court ruling on Musk’s 2018 Tesla pay award, 19 December 2025

On 19 December 2025 the Delaware Supreme Court reversed the Court of Chancery’s rescission of the 2018 award and awarded the plaintiff $1 in nominal damages; it did not decide the liability question.

2 links, 2 backed by primary records

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Dates
19 Dec 2025

The ruling reinstates the 2018 plan. It is the court’s decision on the remedy; it does not say how BlackRock or The Vanguard Group voted.

Connections 2

involved

  • Tesla its directors asked the Chancery court to give the 2024 vote effect; it refused on 2 December 2024 Primary record 12
  • Elon Musk the award’s recipient Primary record 2

    The Court of Chancery found that the directors failed to prove the plan was entirely fair. The Supreme Court reversed only the remedy and said the Justices have varying views on the liability finding.

Timeline 1 date
  1. 19 Dec 2025 Delaware Supreme Court ruling on Musk’s 2018 Tesla pay award, 19 December 2025
Proof 2 sources
  1. Tesla, Inc. 2025 proxy statement (Schedule 14A), Tesla, 17 Sep 2025. Primary record
    On December 2, 2024, the Delaware Chancery Court issued an opinion (the “Second Tornetta Opinion” and, together with the First Tornetta Opinion, the “ Tornetta Opinions”) ruling that the Ratification had failed to reinstate the 2018 CEO Performance Award
  2. 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
    The court refused, entered judgment for the Plaintiff granting rescission of the plan, and awarded attorneys’ fees to the Plaintiff’s counsel.
    the court concluded that the Director Defendants failed to prove that the compensation plan was entirely fair to Tesla and its stockholders.
    For the reasons explained below, we reverse the remedy chosen by the Court of Chancery – rescission of the 2018 compensation plan. We reinstate the 2018 plan and award the Plaintiff nominal damages.
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