A narrow 51.6 per cent majority of independent shareholders backed Murdoch, the chief executive of Fox, which already owns 39 per cent of the satellite broadcaster and is looking to take full control in an £11.7billion deal.
The takeover is subject to an in-depth probe by competition watchdogs.
Some investors had argued that Sky needs a strong independent chairman to negotiate the best deal and protect the interests of minority shareholders.
Ashley Hamilton Claxton, corporate governance manager at Royal London Asset Management, said: “Independent oversight of the board is particularly important given Fox’s bid to acquire Sky.”
She also raised concerns about remuneration arrangements, which could lead to “unacceptably high” levels of pay for directors regardless of their performance.
Sky said: “The board notes the significant vote against the director’s remuneration report and re-election of James Murdoch, and will continue to engage with shareholders to understand their views.”
The vote came as Sky posted an 11 per cent rise in firstquarter pre-tax earnings to £582million on 5 per cent higher like-for-like revenue of £3.3billion.
The number of new customers jumped 51 per cent to 160,000. Chief executive Jeremy Darroch said viewing of Sky channels was up 10 per cent year-on-year.
He highlighted fantasy epic Game Of Thrones, which is the most-watched series on Sky, and homegrown drama Riviera, the first series of which achieved 20 million downloads.
Sky shares rose 13p to 926½p.
Source : EXPRESS