"a cost benefit analysis should be performed" - it HAS been performed, along with the "incentive effect", the "dilution effect", which one dominates, and the OPTIMUM point for maximum shareholder returns.
Did you review this presentation by a reputable compensation firm?:
The study mentioned above contains precisely the types of data that ISS and thereby institutions look at when doing their calcs on management compensation plans and coming to their voting decisions.
Did you see my prior post on this study reviewing IDCC actuals:?
So, NO, I am absolutely NOT focused on dilution only, and as I have stated before, I would have happily have approved the 2000 Plan if it were for 5M shares (not closer to 10M shares), and there were no expansions, because that level of ISO is what I believe, based on objective data and my experiences, would be the APPROPRIATE level to achieve the "incentive effect" and OPTIMIZE shareholder returns, without needless "dilution effect".
Again, please report on any due diligence or analysis you have done into the institutional vote? At least, I have done SOME research and analytical work on this question, so when I say "IMO", it carries a lot more weight with me than any "assumption" you may have made.