The new flexible capital structure would reduce the number of shares farmers need to join the co-operative, from one share per kilogram of milk solids, to one share per three kilograms.
It would also allow different types of farmers to hold shares in the company, and cap the size of the associated shareholders’ fund to 10% of all shares on issue.
The changes were aimed at securing the company’s financial future and retaining farmers, amid the prospects of falling milk supply and competition from other milk processors that do not require capital investment from farmers.
Federated Farmers Otago dairy chairman Luke Kane said it was a "positive" move for farmers.
"Realistically, it gives farming families another option when going through generational changes."
It would also make it easier for young farmers to join the co-op, he said.
"If you’re buying a farm today and you’ve got a limited amount of capital to buy the farm and the cows, and you don’t have the capital to buy the shares straight out for all of your production, you can buy one-third of those.
"It allows you to raise capital over time."
Federated Farmers Southland dairy chairman Bart Luyten also believed it was a good result.
He said it would give farmers more flexibility.
"It all comes down to the dividend on the shares.
"If Fonterra can perform on a good dividend, people will hold on to those shares because it’s a good investment. If it’s not, then some people might be selling."
If farmers had cash-flow problems or milk prices dropped in the future, they would be able to sell some of their shares to tide them over tough financial times.
"It would help take the pressure off."
However, it was not an issue at the moment because farmers were getting some of the highest milk prices on record, he said.
Following the vote, Fonterra chairman Peter McBride said it now had a strong mandate for change.
"Changing our capital structure is the most important decision we as farmers have made in almost a decade.
"The results of this year’s resolutions were all above 80%, which shows farmers are united in their support for the direction of the co-op."
Fonterra’s focus was now on delivering the strategic commitments the business had made, Mr McBride said.
With the vote passed, the co-operative now needs to get the Government on board to amend the Dairy Industry Restructuring Act (DIRA) to approve the changes, which is the special legislation that enabled the formation of the company back in 2001.
When Fonterra was formed in 2001, DIRA was passed to allow the country’s two biggest co-operatives at the time, New Zealand Dairy Group and Kiwi Co-operative Dairies, along with the marketing and export agent the New Zealand Dairy Board, to merge.
In a letter to Fonterra’s chairman in November, Agriculture Minister Damien O’Connor expressed reservations about the proposal, saying he was not sure the proposal would deliver the best long-term outcomes for farmers or the dairy industry.
He was particularly concerned the present proposal risked creating diverging shareholders’ interests between farmers with small shareholdings against those with larger ones.
"At this stage, it would be difficult for the Government to support an amendment to DIRA to facilitate the proposals," Mr O’Connor said.
Following the vote, Mr McBride said Fonterra would continue to work with the Government on how the new capital structure would be given effect under DIRA.
"I believe we are philosophically aligned with the Government and remain confident that we can find a regulatory framework that supports the flexible shareholding structure.
"The strong mandate we received today will support our conversations with the Government as we continue to work together to find a mutually acceptable outcome."
The co-operative aims to implement the changes as soon as possible from the beginning of the next milk season. — Additional reporting RNZ
