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June 13 (Reuters) - Tesla shareholders approved

CEO Elon Musk's $56 billion pay package, the electric

vehicle-maker said on Thursday, a big thumbs-up to his

leadership and an enticement for keeping his focus on his

biggest source of wealth.

The approval of the largest CEO package in U.S. corporate

history underscores the sport Musk has from the company's

shareholders and passed despite opposition from some large

institutional investors and proxy advisory firms.

Here are what some people are saying about it:

GRACE HAMMON, ANALYST, EMARKETER:

"Elon Musk remains a controversial figure at Tesla, but

the approval of his mammoth pay package isn't a big surprise.

"Although some shareholders are accusing him of "brazen

disloyalty" and pointedly criticized his pay-or-leave ultimatum

before the vote, Musk has established that enough stockholders

value his presence and aren't yet willing to risk a future at

Tesla without him."

GARRETT NELSON, VICE PRESIDENT AND SENIOR EQUITY ANALYST

AT CFRA RESEARCH:

"The news lifts a major overhang on the shares, although

we wouldn't be surprised by a "sell the news" reaction on Friday

following big gains over the past two trading sessions as the

likely outcome became clearer.

"By the vote, shareholders once again endorsed the terms

of the contract, sending a strong signal that "a deal is a deal"

and Musk deserves to be rewarded for meeting the lofty

thresholds of an entirely incentive-based contract. The legal

battle over the compensation plan is far from over, but we think

the vote greatly strengthens Tesla's case.

"We think the news takes a potentially disastrous

scenario off the table, in which Musk could have potentially

left Tesla and opted to dedicate more time to his other

(non-public) companies, which could have triggered a "brain

drain" of top talent and had massive implications for the future

of the company (and TSLA's stock price)."

LARRY HAMERMESH, A RETIRED PROFESSOR OF CORPORATE LAW

FROM DELAWARE LAW SCHOOL:

"There will be challenges to the vote contending it was

coerced or that Tesla was not entirely forthcoming on details

about the pay package, but there a respectable argument the vote

should validate the pay.

"In simple terms, it's their money, and they should have

some agency in determining, with the benefit of six years of

hindsight, whether the grant should be approved, in light of

Musk's past contributions to the value of their stock and the

importance (or not) of retaining his services ... I do believe

that those whose money is at stake are best positioned to decide

to put thumbs up or down."

LINDSEY STEWART, DIRECTOR OF STEWARDSHIP RESEARCH AND

POLICY, MORNINGSTAR SUSTAINALYTICS:

"This is, firstly, a message that Tesla's retail

shareholders do approve of what's going on. It will be

interesting to see what the exact percentages of the votes are.

So we've still got to dig underneath the numbers."

The below quotes were prior to the vote but after Musk on

Wednesday posted on his social media platform X that the

resolution had strong support:

IVAN FRISHBERG, CHIEF SUSTAINABILITY OFFICER, AMALGAMATED

BANK

"Elon Musk and Chair (Robyn) Denholm have made this about

CEO loyalty and presented the votes as a decision about whether

the company can keep Musk. That is a lot of pressure but it

doesn't change the fact that good governance is good for the

bottom line of a company, and the Tesla board is consistently

and clearly deficient on that front."

MARCIE FROST, CALPERS CEO, VOTED AGAINST PAY PACKAGE

Frost said some people appeared to vote for the pay package

to remain consistent with their 2018 vote. "I think people would

be concerned about hindsight bias. You get an outcome, you don't

like the outcome so you vote against it."

CHRISTOPHER TSAI, PRESIDENT AND CHIEF INVESTMENT OFFICER OF

TSAI CAPITAL, A NEW YORK-BASED INVESTMENT MANAGER

"People are invested in Tesla because they believe in Elon

and they believe in the company, and nothing has changed since

the previous vote. Pay the guy and let's move on, that's what

the shareholders have concluded."

DAN COATSWORTH, INVESTMENT ANALYST AT AJ BELL

"The prospect of Tesla investors approving a gargantuan pay

deal for Elon Musk is in itself perplexing given the $56 billion

amount, but for it to drive up the share price might also leave

some people scratching their heads. The logical explanation is

that it means Musk is no longer a flight risk, should the deal

be approved. Pay him well and he'll stay to oversee Tesla's

ongoing efforts to be crowned king of the electric vehicle

sector."

NEW YORK CITY COMPTROLLER BRAD LANDER, WHO OVERSEES CITY

WORKERS' RETIREMENT ASSETS

"Elon's tweet is more evidence of the failure of corporate

governance at Tesla - this is not how or when shareholder votes

are supposed to be made public."

"As long-term investors in Tesla, we expect genuine board

oversight and a CEO who is deeply committed to the company's

growth rather than other business ventures. We would like the

board to ensure that its approval is required for any attempts

to leverage Tesla's intellectual property or resources for his

other ventures so shareholders can trust that their interests

are aligned with the company's goals."

"Additionally, instead of continuing to try to defend it in

court, the board should hire a compensation consultant, and

renegotiate Musk's incentive plan so that it is appropriate and

not dilutive to shareholders."

JASON SCHLOETZER, A BUSINESS PROFESSOR AT GEORGETOWN

UNIVERSITY WITH EXPERTISE IN CORPORATE GOVERNANCE

The approval suggests shareholders "think he's the only

person with the best strategy to implement going forward. They

are brushing aside essentially key man risks, where Tesla has

become even more dependent on Musk going forward."

DAN IVES, ANALYST, WEDBUSH SECURITIES

"Based on all of our discussions over the past month large

shareholders at the end of the day knew that voting no would

risk Musk potentially eventually leaving as CEO and the risk far

overweighed the reward in voting no on this proposal despite

some obvious frustration with Musk."

ALEXANDER POTTER, SENIOR RESEARCH ANALYST, PIPER SANDLER &

CO

"This doesn't fully settle the matter; the compensation

package can still be deemed illegal. But a Delaware judge

previously struck down the package citing limited shareholder

disclosure, and given enhanced disclosures preceding this vote,

it's unclear why anyone would take issue with this

newly-ratified deal. We expect the stock to respond favorably to

this news, though the upside is perhaps unlikely to be as

violent as the downside would have been, had shareholders

rejected the deal."

SANDEEP RAO, SENIOR RESEARCHER AT LEVERAGE SHARES WHICH OWNS

TESLA SHARES

"This vindicates Musk and allays some investor concerns

around his waning interest in Tesla, but major institutional

shareholders who are opposing the pay package might seek value

elsewhere due to their concerns around the size of package,

especially given Tesla's recent disappointing performance and

rising competition."