Tesla’s annual assembly on Thursday in Austin, Texas, will characteristic a last vote on a contentious proposal asking shareholders to “ratify the 100% performance-based inventory choice award to Elon Musk” granted in 2018.

Even when buyers again the measure, the courts can have the final say.

The proposal, certainly one of a dozen for shareholders to contemplate, is on the poll as a result of a Delaware court docket in January ordered the Tesla CEO’s compensation package deal to be rescinded. The pay package deal included performance-based inventory choices beforehand value round $56 billion.

Decide Kathaleen McCormick discovered that Tesla’s board members lacked independence from Musk, did not correctly negotiate at arm’s size with the CEO and did not to offer shareholders the total image earlier than asking them to vote on his 2018 pay plan.

Ann Lipton, a company and securities regulation trial lawyer who now teaches at Tulane Regulation Faculty, stated shareholders aren’t able to overturn the choose’s ruling.

“Some individuals apparently consider (incorrectly) {that a} vote in favor will settle the authorized disputes,” Lipton advised CNBC in an e mail. “It will not. It should make them extra sophisticated.”

A vote to reinstate the pay plan would function a public relations win for Musk, who’s coping with a number of main challenges at Tesla and past. The electrical car maker is mired in a gross sales decline on account of an growing old lineup, elevated competitors particularly in China and model deterioration {that a} current survey attributed partly to Musk’s “antics” and “political rants.”

Giant institutional buyers, together with CalPERS and CalSTRS (California’s big retirement programs) in addition to Norway’s Sovereign Wealth Fund and SOC Funding Group have come out staunchly in opposition to voting for the pay plan.

“The compensation is extreme when in comparison with executives at peer firms, extremely dilutive to shareholders, and is not tied to the long-term profitability of Tesla,” CalPERS CEO Marcie Frost stated in a press release on Wednesday.

Against this, Tesla stated in an April proxy submitting that it is heard from a number of institutional shareholders who disagreed with the court docket’s determination, and indicated they might help a vote to reinstate Musk’s pay package deal.

Sarath Sanga, a Yale Regulation Faculty professor, stated the proposal to ratify Musk’s pay plan is an effort by the corporate to repair what the court docket decided was a “faulty course of” underneath the 204 statute of Delaware enterprise regulation.

“You might want to have an impartial board negotiating with the CEO, after which you might want to submit all the right particulars for a vote,” Sanga stated. “The court docket stated they did not. And it is possible that even a majority vote for ratification might be challenged and require extra judicial overview.”

A convincing shareholder vote in favor of the pay plan may assist Musk sway a court docket to offer him the choices sooner or later, Sanga famous.

Most Tesla shareholders needed to submit their votes by the top of the day on Wednesday. Others in attendance are eligible to vote in individual or on-line on Thursday.

Along with the pay package deal vote, Tesla shareholders may also determine whether or not the corporate ought to transfer the positioning of incorporation out of Delaware, the place most massive publicly traded firms are included, and into Texas, house to Tesla’s largest U.S. manufacturing facility.

Musk’s suggestion that the corporate ought to transfer adopted McCormick’s determination within the Delaware Chancery court docket.

Shareholders have additionally put ahead a proposal asking Tesla to conduct “annual reporting on anti-harassment and discrimination efforts.” The corporate has requested buyers to reject the proposal although Tesla, and SpaceX, are dealing with non-public litigation together with state and federal probes over alleged intercourse and race discrimination.

Tesla shares have dropped 29% this 12 months, badly underperforming the Nasdaq, which has gained 17%. Musk has been encouraging shareholders to look previous the present state of its enterprise and towards a future that he says might be all about synthetic intelligence software program, robotaxis and robotics.

“If any individual does not consider Tesla’s going to unravel autonomy, I feel they shouldn’t be an investor within the firm,” Musk stated on the most recent earnings name in April. He added, “We’ll, and we’re.”

Musk has been making these sorts of pronouncements for years, and the corporate has but to ship.

He nonetheless has buddies and believers.

Altimeter Capital CEO Brad Gerstner advised CNBC’s “Half-Time Report” on Tuesday that he sees Tesla as a pacesetter in self-driving know-how.

“I feel Elon has achieved a unprecedented job, and I feel his benefit in AI and full self-driving relative to all the opposite producers on this planet is deeply under-appreciated,” stated Gerstner, whose agency has a small place in Tesla.

Whereas Musk has been promising software program that may flip present Tesla autos into self-driving vehicles since 2016, opponents together with Pony.ai, Didi and Waymo have developed robotaxis and already function industrial providers.

WATCH: Altimeter’s Brad Gerstner