CEO Nick Read, who took the top job in October, will give up about 972,000 shares, worth 1.28 million pounds at Wednesday's share price.

After the cut, he will be awarded 3.89 million shares in the 2020 incentive plan, worth 5.1 million pounds, the company said.

Chief Financial Officer Margherita Della Valle will receive 2.37 million shares under the plan, worth 3.12 million pounds, Vodafone said.

Vodafone's shares have fallen 19% since former CFO Read became CEO in October 2018, and are down 44% since the start of last year.

The company has struggled in markets like Spain and Italy, with high costs for mobile spectrum in Germany, and with the expensive acquisition of cable assets from Liberty Global.

The pressure on the company's balance sheet forced Read to cut the dividend in May for the first time, six months after he said the payout was safe.

Vodafone will face investors later this month at its annual general meeting.

Its remuneration report has been approved by 96-97% of the votes cast in recent years.

Institutional shareholder advisory group ISS, however, has recommended a vote against the group's latest remuneration report.

Glass Lewis, another advisory group, has recommended a vote for, and the Pensions & Investment Research Consultants (PIRC), which has previously opposed Vodafone's remuneration resolutions, has recommended shareholders abstain.

(Reporting by Paul Sandle; Editing by Jan Harvey)