Mr Ashley, founder of the group, receives no salary or bonus for his roles as executive deputy chairman.
Sports Direct wants to award Mr Ashley eight million shares if certain performance targets on earnings and debt are met over the 2014 and 2015 financial years.
The share options would not vest until 2018.
Mr Ashley already owns more than 369 million shares, equivalent to almost 62% of the issued share capital.
He will not be using his voting rights on the proposals at a general meeting being held on April 4.
Sports Direct's largest institutional shareholder, Odey Asset Management, indicated it backs the plan.
Keith Hellawell, Sports Direct chairman, said: "The board believes that Mike is one of the outstanding retailers of his generation and that all shareholders benefit from his on-going commitment to Sports Direct."
Previous bonus proposals, for eight million and 10 million shares, failed to gain shareholder approval but the company pointed out its market capitalisation has grown from less than £2bn to more than £5bn since September 2012.
Tony Shiret, at Espirito Santo, said the debt target in the latest bonus scheme means Sports Direct is unlikely to mount a full scale bid for Debenhams while other analysts suggested the 2015 profit target is a slight upgrade on current market expectations. Shares closed up 29p, or 3.6%, at 838p.