Shareholders in Auckland International Airport Ltd have voted for the company to return $454 million.
The proposal gained more than 99 percent approval and means the company will cancel one in every 10 shares and pay $3.43 for each cancelled share.
The company will now seek High Court approval and the payment to shareholders will be made in April.
It says the move means it will have a more efficient mix of equity and debt and a stronger share price.
It will not pay an interim dividend this financial year, the next ordinary dividend will be in October.