Tesla CEO Elon Musk’s massive $56 billion pay deal is back in the spotlight. The record-breaking compensation plan, originally approved by shareholders in 2018, was struck down by a Delaware judge earlier this year. Now, Tesla shareholders are getting a second chance to decide Musk’s fate through a vote scheduled June 13.

The upcoming shareholder vote is unlike any other in recent memory. The sheer size of the proposed compensation package is eye-catching. Even for Elon Musk, whose net worth sits at a staggering $196 billion, the proposed payout represents more than a quarter of his current wealth.

The potential windfall for Musk stands in stark contrast with Tesla’s recent stock price. Shares of the company have tumbled nearly 37 percent since the start of the year, fueled by concerns about electric vehicle demand, supply chain disruptions and a lack of new EV model launches.

In many ways, the upcoming vote represents a pivotal moment for Tesla. It’s a referendum on Musk’s leadership, a test of investor confidence in his vision and a potential turning point for the company’s financial future. There’s also a vote to officially relocate Tesla’s financial headquarters to Texas.

Musk’s pay raise faces stiff opposition

The proposed pay package has ignited a fierce debate among Tesla shareholders.

Some investors see the package as excessive compensation for the billionaire CEO and a reward for underperformance, especially given Tesla’s recent stock slump. These investors are actively campaigning against the package and urging fellow shareholders to vote it down.

Proxy advisory firms, which offer voting recommendations to institutional investors, could also sway the vote.

In this case, proxy advisory firm Glass Lewis advised against the pay package in May, citing concerns around board independence and potential dilution of shareholder ownership. The massive size of the payout could concentrate power in Musk’s hands, the firm noted, making him the dominant shareholder by a significant margin.

Musk and his fans look to rally support

Meanwhile, Musk and his supporters are mobilizing efforts in a public way. Tesla has launched online advertising and a dedicated website to persuade shareholders. Die-hard Musk fans are also creating online tutorials and reaching out to individual investors in hopes of securing their votes.

There’s been heated elections for corporate board seats in the past  — a failed activist takeover of a Disney board of directors spot took place earlier this year — but it’s rare to see such contested back-and-forth over CEO compensation.

Amid the turmoil, Musk has made not-so-subtle threats to leave Tesla if he can’t gain more shares and greater control over the company. The CEO has hinted at focusing on ventures outside Tesla if he can’t recapture additional shares of the company, raising concerns about Tesla’s future leadership and stability.

Musk fails to meet performance benchmarks

Some of Musk’s supporters argue that the 2018 agreement was a performance-based incentive that should be honored if Musk delivers on the stipulated goals. The 2018 package hinged on three specific metrics: market capitalization, revenue and profitability.

While Musk has achieved significant growth in Tesla’s market cap since 2018, other metrics, like revenue, haven’t reached their targets yet. The 10-year timeframe of the pay package gives Musk room to potentially meet those remaining goals, though.

Uncertainty remains ahead of the vote

The shareholder voting process itself presents a hurdle for some investors. The procedure can be complicated, prompting online tutorials from Musk fans to guide fellow supporters through the voting process.

Adding another layer of uncertainty is the potential for the Delaware court to block the payout even if shareholders approve it. The judge’s original ruling highlighted flaws in the board’s approval process and a lack of transparency for shareholders. The judge also opposed re-electing Kimbal Musk, Elon’s brother, to Tesla’s board, saying he’s not impartial enough.

Musk and the Tesla board are appealing pay package ruling, hoping a positive vote from shareholders will strengthen their case.