Exxon Mobil investors have defied the oil company's board and approved a resolution that says directors should be chosen by a majority vote.
Protests could be heard inside and outside of Exxon's annual meeting
The non-binding vote came at Exxon's annual shareholders' meeting in Dallas.
It represents a victory for investors angered by the retirement package of ex-chairman and chief executive Lee Raymond, according to analysts.
The former boss is getting a golden goodbye worth close to $400m (£214m).
As well as investors, the deal's size also has enraged environmentalists.
Shareholders complain it represents Exxon's culture of overspending, while green campaigners see Mr Raymond as a man who actively blocked their plans.
At the meeting on Wednesday, shareholders failed to approve other motions proposed by activists that would have limited salary levels, put increased focus on green issues, and dealt with discrimination.
In an important if largely symbolic gesture, investors approved a non-binding motion that would require company directors to get a majority of votes before they are appointed.
Exxon, the world's largest oil company, had opposed the motion.
Exxon is accused of blocking attempts to combat global warming
While the board may have lost that vote, shareholders came out strongly to oppose plans to add sexual orientation to the company's anti-discrimination policy.
Plans to limit executive pay and focus on environmental issues received less than 13% of the vote.
Even so, within the Morton H Meyerson Symphony Centre in Dallas, some shareholders stood up to express their unhappiness.
"Lee Raymond's retirement package is a rubber-stamp on excessive spending by our company," Reuters quoted one shareholder as saying.
Mr Raymond's pay-off includes a retirement bonus of $98.4m, on top of last year's $49m salary and a number of perks including use of a company jet.
One factor contributing to the discontent is the fact that US petrol prices have surged to record levels at the same time as Exxon has reported record profits. This, say critics, is proof that the company is exploiting consumers.
US consumers are not used to paying high prices for their petrol
Outside the meeting, environmentalists were also making their presence felt.
Up to 100 protestors from groups such as Exxpose Exxon banged drums and chanted slogans including "Exxon gets rich while US soldiers die", "Pumping global warming lies", and "No planet, no dividends", Reuters news agency reported.
During his tenure at Exxon, Mr Raymond proved an unpopular figure among environmentalists, because he dismissed climate change as bunkum and helped fund groups that questioned the validity of global warming research.
Many of the protestors were realistic in their demands, saying that they did not want Exxon "to transform themselves into Greenpeace" but did expect the company to spend more on finding alternatives to fossil fuels.
Exxon's new boss expects scrutiny
Inside the hall, Rex Tillerson, the man taking over from the often abrasive Mr Raymond, answered criticisms at length and in detail, and even laughed along with his critics, Reuters said.
Mr Tillerson also explained that the recent surge in commodity prices meant the oil industry was in a global spotlight and its actions would be more carefully scrutinised.
He added that as a result there was a level of misinformation that made it "more important to discuss the massive scale of our industry and the meaningful alternatives available in the foreseeable future".