they're asking for it, b/c they can get it and no one is standing up to the dilution. This can't be spun as a positive. Take it this way, if you just owned $1.00, after this passes, you own $0.65. And the person that was managing your $1.00 -- just gave himself a big raise.
And to afford that raise, more stock has to be sold -- which will be more dilution, maybe 25% for the year, so that $1.00 is now worth $0.48.
Established companies rarely have option pools >10% of the share count and never grant more than 1-3% per year. The high end of that being very rare. Ebay touched 3% a few years back and it set of a fire storm. Now they want the right to grant over 1% of the company to a single person in a single grant.
The company has plenty of shares in the existing pool and management already a sizeable slug of equity. There's a difference between what is fair and getting one's pocket picked.
