Fonterra's shareholders have voted to keep their current governance structure.
The board had recommended reducing its size from 13 to 11, which would have cut the farmer-elected directors from nine to seven.
Only 63.74 percent of votes were in support of the changes and, under Fonterra's constitution, 75 percent support is required for change.
The dairy co-operative's chairman, John Wilson, said the result showed the change that had been proposed was a big ask, and the board respected that view.
The board and the Shareholders' Council would consider adjustments to the recommendations and revise the proposal before the end of the year, Mr Wilson said.
