I voted no last year along with several other significant shareholders only after mgmt was told directly by one of the large shareholders that in order to get yes votes on the incentive plan, they needed to amend the proxy as follows:
1. Reduce the number of outstanding shares by a reasonable amount in the event of a reverse split. The concern was another round of pipe dilutions with no end in sight.
2. Put an experienced biotech person on the board
Mgmt lost by about 1.4 mil votes. The shareholders were acting in the best interests of the company. Mgmt was looking out for their own interests.