tkc, were one to put a sympathetic spin on the pathetic proxy it would be of the notion that mgmnt seeks maximum flexibility, not that they are disregarding shareholders.
Imagine they they don't need to RS (mgmnt likely considers the reverse split highly unlikely), in that case, they need to raise the SAuth. I realize that your math shows how they supposedly don't need to rise the shareauth, but in any sort of rapidly growing profitable company sense (which they consider highly likely) having the ability to use equity for mergers, acquisitions and so on is pretty much standard operating procedure. I haven't kept track of all the warrants, options etc against the current s.a., but they are pretty much bumping up into it, particularly given they have not yet funded the coming year and need to likely fund into the next year as well.
So, in a sympathetic case, they need the 190 if they do not do an RS, they want the head room in any event, they see RS as highly unlikely (these are the guys that turned a doughnut hole into an abyss, they have serious vision issues) so given their completely screwed up current view (recall confidence of how news was coming out to eliminate the delisting notice prior to the end of the year) ... but somewhere, somebody told them they probably should add-in some language about a possible RS. Again, we are talking some really dumb folks here (on this whole matter). My cat, the mouse my cat ate, all could more ably navigate a pretty simple situation.
So rather than get all hominid and think and come up with a plan and present it, they simply generate a proxy of 'all-of'the-above'
You can see the BoD meeting now. A timer goes off every few minutes to wake folks up, ideas are mentioned, on every one of them Mac gurggles out some sort of "put it in" (he might have been saying "putt it in", nobody knows).
On the ESOP, it serves as a recruitment and retention tool, I believe it is likely managed as well as they manage cash-flow, but structurally it is normally a valuable and necessary tool when administered by hominids, and even some felines. the amendment of the ESOP is simply to keep the numbers the same, 25% of the company is available to issue as equity/options-based compensation. I believe in equity-based compensation, its the bloody cash they throw at these guys when cash is so rare that irks me. I imagine most everybody gets some options when hired, and likely gets some as part of the annual bonus structure ... not a ton, but some.
That is what I am used to seeing at cash-burning R&D based startups in other fields ... the salary is adequate for a decent life-style, the perks are very good (health,vision,dental,childcare, gyms, childcare or whatever) but the gold is the equity compensation .. and not just the ESPP. Otherwise go work for IBM.
The problem is not the proxy or the tools to management that it provides, the problem is who is actually being empowered and their observable ineptness and the considerable barriers to changing the talent pool at the top, and the complete unwillingness of the top to consider for even a moment that they don't know it all.
The above content is my opinion.
