The company’s directors are asking shareholders to again approve the multibillion-dollar compensation plan and to move the company’s registration to Texas, from Delaware.
Robyn Denholm, who has led the electric car company’s board for more than five years, has been criticized for not serving as a check on Mr. Musk.
The company’s board of directors will now decide whether to appeal the decision, change where Tesla is incorporated or negotiate a new pay package.
Shareholders had sued, arguing that Mr. Musk’s compensation — which helped make him the world’s richest person — was excessive.
The billionaire chief executive testified about a multibillion-dollar compensation package the electric car company’s board put in place in 2018.
A shareholder is asking the court to void a 2018 compensation package that has paid the chief executive nearly $50 billion.