Superdry co-founder Julian Dunkerton is to rejoin the company's board, triggering a mass exodus of the current management.
Mr Dunkerton's election scraped over the line with 51.15% of the total votes cast by shareholders on Tuesday.
Peter Williams, the chairman of Boohoo, is also set to become a director after he gained the same level of approval.
Mr Dunkerton expressed his delight at the result, and vowed to "set Superdry back on the path to growth and success".
He added: "We have a wonderful opportunity to take this brand and this business to the next, exciting phase of its growth and development.
"I can't wait to get started and to work with the directors, the talented staff and our partners to deliver the future of Superdry. The hard work starts now."
Shares in the fashion chain were down nearly 4% at 527p in afternoon trade.
The current directors of Superdry previously said they would resign or not seek re-election if Mr Dunkerton returned to the company.
The board said following the vote that they would meet immediately with Mr Dunkerton and Mr Williams to assist with the change.
Chairman Peter Bamford said: "Whilst the board was unanimous in its view that the resolutions should be rejected and 74% of shareholders other than Julian and James (Holder) have voted against, there was a narrow overall majority in favour and we accept that outcome."
He has been a vocal critic of Superdry's management for several months, claiming that the strategy has not been working.
Mr Dunkerton said in a circular last month that the retailer's management, led by chief executive Euan Sutherland, has presided over a "catastrophic decline".
"The company is in such a weakened state that it has floundered on one season's collection, but the real issues facing the business are far more fundamental, strategically and operationally."
He is acting with co-founder James Holder and together the pair own 29% of Superdry.
In the build-up to Tuesday's vote, investor advisory firms PIRC and Institutional Shareholder Services (ISS) both recommended shareholders vote against the shake-up.
But big City investors including Investec Asset Management, Schroders and Spanish bank BBVA were expected to vote in favour of Mr Dunkerton.
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