On Tuesday Xstrata Plc (LON:XTA) shareholders said they would not approve Glencore International Plc (LON:GLEN)’s 19.5 billion- pound ($31 billion) takeover that came with a retention bonus package. A second vote had been taken without the payment option, but Xstrata Plc (LON:XTA) still needs to announce that result, reported Bloomberg.

Xstrata glencore

Both votes require 75 percent approval.

In the first vote, polled results showed that Xstrata shareholders gave a 67.85 percent favorable vote for the resolution. On the other side, the Glencore International Plc (LON:GLEN) investors who are 34 percent owners of Xstrata, gave a 99.4 percent favorable vote for the takeover on Tuesday.

The vote comes after Glencore International Plc (LON:GLEN) sweetened an all-stock offer back in September to 3.05 shares for each Xstrata share to raise support from Qatar’s sovereign wealth fund; they are a 12 percent holder.

This followed the initial offer of 2.8 Glencore shares, which had been opposed by some Xstrata investors such as Knight Vinke Asset Management LLC; it voted no for all the resolutions and shareholder advisory groups.

David Trenchard, vice chairman of Knight Vinke Asset Management, said at Tuesday’s meeting via Bloomberg, “We, as major shareholders in Xstrata Plc (LON:XTA), have no confidence in the independence and robustness of the current Xstrata board. We are extremely concerned with regard to the ability of the board of the newly merged company to represent our interests. Good governance must now take center stage and we intend to broaden our discussions with fellow shareholders to ensure that this is the case.”

Pensions & Investment Research Consultants Ltd. gave a recommendation to oppose the acquisition, while Institutional Shareholder Services Inc. and Glass Lewis suggested investors support it but not with the bonus payment element.

Qatar Holding LLC, Xstrata’s second-largest shareholder, had said last week it planned to give a yes vote for both resolutions. This included an initial resolution supporting the deal along with retention bonuses of 144 million pounds for approximately 70 of Xstrata employees. The second one supported the acquisition sans incentives.

With a third resolution emphasizing Xstrata Plc (LON:XTA) manager payments, Qatar will abstain from a vote, which will raise the likelihood of a completed deal without blocked payouts, thanks to opposition from the other shareholders, such as Liberum Capital Ltd.

Should the incentives not get a majority, top Xstrata Plc (LON:XTA) managers will probably exit the newly combined company, wrote Macquarie Group Ltd. in a client note last week.

With a takeover, what will the combined company look like?

It will take Xstrata’s coal, nickel, zinc, and copper operations and combine it with Glencore’s broad commodities trading business that included cotton and crude oil. The entity will have interests in about 35 coal mines in Colombia, Africa and Australia, reported Bloomberg, and represent about 10 percent of global seaborne exports of the fuel.

But there’s more.

The company would become the third-largest mined copper producer, the biggest zinc miner, and the largest coal exporter burned by power stations. It would also represent approximately 11 percent of the 13 million-ton global zinc market and around 40 percent of the 1.9 million tons of Europe’s produced metal.

Regulators, including the European Commission, still need to approve the completed deal and they have until Nov. 22 to do so. According to SBG, they will review the joint company’s effect on the zinc market.

The deal is expected to close by year’s end and the new company’s name will be Glencore Xstrata International Plc.