People don't always do what is right. That is even a basic Republican concept that rule of law trumps majority rule.
Iirc Murph suggested the proxy voters had a vested interest in over paying CEOs. That slid a bit over my head.
Do all shareholders get to vote? Does Musk get to vote? Does Musk's shares plus proxy make a majority?
Why would proxies vote with Musk?
I'm not going to disentangle the specific entanglements in the Tesla case, but the simplest toy example is this...
Person A is CEO of company X. He's on the board of Company Y
Person B is CEO of company Y. He's on the board of company X
So person B is responsible for setting the salary of Person A, and vice versa, via their membership on each other's board.
It's in their personal best interests to .. give each other a big fat raise. Getting a lot of additional stock options is worth more than their current stock going up by a buck by reducing dilution caused by the issuance of the shares.
The dirty pool can go all over the place, especially with the boards of large financial firms that get to vote a lot of shares. The CEO of some company that does business with SpaceX could be on the board of Goldman Sachs, tells Goldman Sachs to vote for the Musk pay package to keep Musk happy so they get the contract with SpaceX, etc...