Wave Systems Corp. (fka WAVXQ)

[rachelelise]

BTK

You say --It includeds the re-inclusion of a divisive Stock Option Plan,

Are you using divisive to mean that the issuance of any stock options results in more shares being issued (which is obvious) or are you using divisive in some other context.

Have you seen/read the plan and found its provisions to be problematic or atypical. I have not but assume it is a standard program allowing management to offer shares to employees as part of their total rewards package which as you know is the norm in high tech companies. These programs need to be renewed by shareholders and shareholders could object to the size of the overhang and require the company to reduce the available level of stock. The proposed level (low teens of issued shares and less on authorized) is in line with other companies but one can always argue that the norm has become too high.

What we don't know is why they excluded it from the original proxy other than the suggestion that it would have required some additional work (perhaps a deferral which would have caused an economic problem or a reissuance of materials) so they decided to remove it for the first meeting. I find it extremely unlikely that they thought it would be voted down or that the SEC didn't want it in there and they are sneaking it in after the fact.

An explanation from IR should be provided and I believe requested.