Under a new law passed in March, the government could force the sale if shareholders reject it.
She did not say whether the company would advise shareholders to reject the proposal.
Shareholders rejected their proposal, the company said, but it did not release a vote count.
Two recommended that shareholders reject it, mostly because the price was inadequate.
Texaco lawyers said it would appeal if shareholders rejected the plan.
The shareholders, he said, had rejected the arguments against the stock grants, "and we expect the court to do likewise."
Shareholders also rejected a proposal to have Time's entire board re-elected annually.
At the annual meeting, meanwhile, shareholders overwhelmingly rejected a proposal that the company end its affirmative action policy.
The company's board - no surprise - recommends shareholders reject the pension plan's proposal.
At the annual shareholders meeting, the shareholders rejected this proposal.