I'm not a direct shareholder, but if the Deleware court gives me an option not to pay $55 Billion that I thought was committed, I'd strongly consider.
What are the implications of not approving? On the plus side, the company keeps the compensation. On the minus side, Musk will be upset; and there's a trust issue for future compensation. On the neutral side, those receiving future compensation will endeavour to follow an approval process that is likely to stand up in court.
There’s got to be some measurable number of people who are turned off from buying a Tesla because of his association, especially now that alternatives are available.
Put another way, which company is more likely to exist in 10 years: Microsoft or Tesla?
And nobody has a larger interest in Tesla's valuation them Musk himself, the largest shareholder.
He can't walk and any threats to that effect are theatrics. Shareholders would be idiots to re-approve the $55bn.