Beverly Hills-based Hilton Hotels Corp. said that 68 percent of votes at the company’s annual shareholders meeting on Wednesday approved a proposal calling on the board of directors to overturn a so-called “poison pill” plan that makes it more difficult for an entity to acquire large blocks of stock.

The proposal calls for the hotel chain’s by-laws to be amended to a prohibit any stockholder rights plan, generally used to reduce the potential for unfriendly takeovers, unless the plan was first approved by a majority of shareholders. Hilton said its board, which had urged shareholders to reject the measure, will meet to consider appropriate action.

A second shareholder proposal calling on the board to make the election of directors a majority rather than plurality vote was defeated, receiving only 48 percent of votes cast.

In other business four director nominees were elected to serve three-year terms. Christine Garvey, Peter M. George, Barron Hilton and John L. Notter, were all elected with more than 93 percent of the votes cast. It was announced that Sam D. Young, Jr. has retired from the board after 31 years of service.

In a separate announcement, Hilton declared a dividend of 4 cents per share, payable in cash on June 23 to stockholders of record at the close of business on June 9.