More than 44% of easyJet shareholders voted against the directors' remuneration report at the airline's annual general meeting.
A poll showed 183,047,385 (55.29%) votes in favour of the report with 147,995,583 (44.71%) against. There were 487,819 votes withheld.
Chairman Sir Mike Rake survived a third attempt in 12 months by founder and largest shareholder Stelios Haji-Ioannou to oust him from the role.
Sir Mike has already announced he will step down this summer but sought re-election to provide continuity while a successor is appointed.
More than 40% of votes were cast against his re-election after Sir Stelios who, along with his family, still controls 36.9% of the airline, raised concerns over Sir Mike’s ability to devote adequate time to the chairman role. Sir Mike is also chairman of BT and deputy chairman of Barclays.
Sir Mike said: "It has been a real privilege to be chairman of easyJet for the last three years.
"When I met with Sir Stelios in the spring of 2009 to discuss taking on the chairmanship of the company I was clear that we needed to amend the shareholder agreement, introduce a new brand agreement, bring in new management and refresh the board, as well as, at the right moment, to commence dividend payments.
"I was also very clear that, given the economic uncertainty at that time, we should move to a moderate from high growth strategy; something with which Stelios and I both agreed and both voted for in the board meeting in June 2009 after I had joined the board."
He said this had created the basis for a “spectacular” return for the company's shareholders as chief executive Carolyn McCall and her management team had done an outstanding job in executing the company's strategy.
This included utilising the flexibility given by a framework agreement with Airbus in 2002 to continue a move towards A320 aircraft and the conversion of the 15 options in January 2011 both of which had contributed to the strong performance of the company.
Sir Mike added: “To ensure we remain competitive on cost and aircraft performance over the longer term, we are well advanced in our technical and commercial evaluation of the next generation narrow body aircraft and engine technology.
“We continue to make significant progress through our easyJet ‘lean’ programme to deliver cost efficiencies.
“Importantly, we have stepped up investment in leadership development and succession planning in order to have the capabilities necessary to deliver superior returns in the future against a challenging environment.”
But Sir Stelios’s spokesman voiced concerns over the airline’s plans to place a new aircraft order.
The budget carrier is in discussions with manufacturers, including Boeing and Airbus, over a significant order.
Richard Shackleton, spokesman for Sir Stelios’s easyGroup, said he did not understand the need for new aircraft when the average age of easyJet’s current fleet is just over four years old.
“What’s the hurry? This is a four-year-old fleet,” he told the Daily Telegraph.
And he refuted Sir Mike’s suggestion that dialogue between Sir Stelios and the company should always be kept behind closed doors.
“This all smacks of smoke-filled rooms and conspiracies,” he said. “Anyone – whether they have got one share or 1,000 shares – has done very well out of Stelios agitating to unlock wealth in this company.”
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