With a 98.5 percent approval from shareholders, BHP Billiton will be demerged and a new spin off company, South 32, will be created.
The demerger of BHP Billion is widely seen as one of the most significant shake-ups seen in the mining sector in the past decade and undoes much of BHP's 2001 merger with South Africa's Billiton.
The vote was taken during a concurrent meeting in Perth, Australia and London, England.
South 32, named for the 32nd parallel south line of latitude that links its business centers in Perth and Johannesburg, will produce alumina, aluminium, coal, manganese, nickel, silver, lead and zinc from mines and smelters in Australia, Brazil, Colombia, South Africa and Mozambique.
Those assets generated underlying earnings of $446 million on revenue of $8.3 billion last year. BHP Billiton will continue to focus on its core assets of iron ore, petroleum, copper and coal.
Reuters reported that valuation forecasts for South32 have dropped to between $5 billion and $10 billion since the spin-off was first announced last year, as prices for its main products, including aluminium and manganese, have slumped.
Shares will be listed in Australia, South Africa and London on May 18.
Credit rating agency Standard & Poors downgraded the outlook on BHP from stable to negative this week on the back of a lower price assumption for its key product, iron ore. It confirmed however its A plus long term rating saying the demerger is neutral to the rating.
"We (are) very pleased... At a time when some of our peers have actually faced downgrades we are by far, in balance sheet terms, the strongest in the mining sector and we retain that," BHP Chief Executive Andrew Mackenzie said.
After the split from BHP Billiton, South32 will consider acquisitions of any commodity, other than gold, CEO-elect Graham Kerr said.
"If you compare them across to Anglo, Glencore, I think you'd find our assets absolutely stack up beautifully," he said, referring to bigger rivals Anglo American Plc and Glencore Plc.
The new company will have $674 million in net debt, Reuters reported.
"We're not over-geared, we're not over-leveraged. We don't have that problem that a lot of our peers will in the industry," Kerr told reporters. "If we do go into the M&A space it will be opportunistic and it will be only where we see value, and we'd have to sell that story very strongly to our shareholders."