However, the potential share allocation for Mr Ashley, who owns Newcastle United and has a stake in Rangers, will not be decided until the company's remuneration committee next meets.
A spokesman for the Sports Direct was unsure when this meeting would take place.
Mr Ashley, who owns 58 per cent of the retailer, does not receive a salary or other bonus. He did not vote on the scheme.
Of the shareholders eligible to vote only 60.4 per cent backed the plan, with some 39.6 per cent against it.
The scheme is expected to be available to thousands of employees, including those on the shop floor, but to receive the maximum grant of 25 million shares a number of stretching targets need to be hit.
Underlying earnings will have to effectively double over the next five years.
Previous attempts to reward Mr Ashley have been voted down by shareholders.
Chairman Keith Hellawell said the company had listened to its investors, and its share scheme was one of the most wide reaching and successful in Britain.
"The vote in favour of the resolution will ensure that the group continues to retain and motivate its hard-working employees.
"The resolution also recognises the substantial contribution made by Mike Ashley over many years and, as demonstrated by the previous schemes, has the potential to create a further significant increase in shareholder value."
Prior to the meeting a number of shareholder and business lobby groups had called on investors to oppose the scheme, saying it was structured to suit Mr Ashley.
The controversy about the payment would have come as no surprise to Mr Ashley, who is deputy executive chairman of the group he founded in 1982.
His relationship with investors has been fractious since the group listed at 300 pence a share in 2007, only to issue what was interpreted as a profit warning just eight weeks later.
It took five years for the shares to trade above the issue price, but they have since performed strongly as the group has grown to more than 400 shops in Britain and 260 stores in continental Europe.
Sales reached £2.19 billion in its last financial year, and core earnings rose 22 per cent to £288 million.
Shares were up 0.5p, or 0.07 per cent, at 728p.