Xstrata and Glencore shareholders approve merger
Both Xstrata and Glencore shareholders have voted overwhelmingly to merge the mining and commodity giants.
Almost 80% of Xstrata investors voted in favour of the $31bn (£19.5bn) deal.
However, they did not reach a large enough majority on a separate resolution to keep on the mining company's key managers under a "golden handcuffs" retention plan.
Earlier, Glencore said 99.42% of its shareholders supported the deal between the two Anglo-Swiss companies.
The merger would still need competition approval by the European Commission.
The merger offer was first announced in February, when Glencore offered 2.8 shares for each Xstrata share. After months of negotiations, the offer was increased to 3.05 shares in September.
Under the revised terms, Glencore's chief executive Ivan Glasenberg demanded to head the combined group.
At Tuesday's Xstrata meeting, the company's shareholders did not pass a resolution that would have seen a £140m retention package for 72 of its senior management.
The vote will be seen as a coup for Glencore's Mr Glasenberg, and prompted Xstrata chairman John Bond to announce that he would step down once a new independent chairman of the merged group was found.
Xstrata chief executive Mick Davis expressed regret at the result of the pay vote, which the board had recommended.
"I regret the decision of shareholders not to approve these retention arrangements for the members of my senior and operational management deemed crucial to the success of the combined group as, in my view, this introduces unnecessary risks to the merged company's future value proposition," he said.
"Shareholders, however, have spoken clearly and we respect their views."