Shareholders at Lear Corporation have voted to reject a $2.9bn (£1.4bn) buyout offer from billionaire investor Carl Icahn.
His American Real Estate Partners had made an offer worth $37.25 a share, and said it would help the car parts firm achieve its long-term plan to expand.
Critics, including shareholder advisory services and some large shareholders, had said the firm was worth much more.
Lear makes a range of parts including car seats and door panels.
The firm said the offer was not supported by a majority of shareholders who voted at its annual meeting.
Officials at Lear had indicated that the offer is an attractive one.
But three shareholder advisory services - Institutional Shareholder Services, Proxy Governance and Glass Lewis - last week repeated earlier recommendations for shareholders to reject the proposal.
Richard Pzena, who holds 8.6% of Lear shares through Pzena Investment Management LLC - the largest stake after Mr Icahn's nearly 16% - had also opposed the deal.
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