Right? I think the fear is that Musk will decrease involvement in Tesla. Could be good for TSLA long-term, but Musk's cult following, which includes many retail investors, would see it as a negative.
The rejected 2018 comp plan was for 12 tranches of 1% stake in TSLA, so 12% total. Which is identical to Musk's demands for his next comp package.
I'm not an attorney, but my understanding is that the 2018 plan was voided for two reasons: 1) Musk had a controlling interest in Tesla at the time, i.e. he was self-dealing, and under Delaware corp law this triggers a higher standard where the board must prove the comp is reasonable, which they failed to do at trial. 2) Proxy statements provided to stockholders materially misrepresented the package, therefore the vote approving was invalid.
Legally Musk must be fairly compensated, so the board needs to approve a replacement comp plan. But they bear the burden of proof to show this is reasonable and fairly negotiated, rather than Musk negotiating against himself. A truly independent committee representing the interests of shareholders is unlikely to arrive anywhere near the same comp level.
Therefore, Elon getting another 12% of TSLA as part of his next comp package, worth a hell of a lot more now than in 2018, is very unlikely. And everyone knows Elon is the kind of guy that would cut off his nose to spite his face.