Of the votes cast during special meetings for both companies, more than 99 percent voted in favor of the merger.
At the close of the deal, Gregory L. Summe and Peter Smitham will become non-executive directors of NXP, according to a proposal approved by shareholders.
Completion of the merger is pending antitrust and regulatory approval. NXP and Freescale expect the merger to close later this year.
In March, NXP Semiconductors out of the Netherlands announced plans to acquire Austin-based Freescale Semiconductor. In a news release, NXP reported the combined value of the companies at just over $40 billion. It also said the combined company would become the market leader in automotive semiconductor solutions and the market leader in general purpose microcontroller products.
Freescale spun out of Motorola in 2004 and is based in Austin with more than 17,000 employees worldwide and operations in 20 countries.