I just voted no and recommended other investors whom I talked into investing to vote no also.
If you vote yes to all share counts and stock plan. Your are giving the company an extremely large amount of shares to do with as they please. They have not outlined or even hinted at what they are going to do with the shares. In my experience, increasing the share count very rarely leads to increase in shareholder value.
If you vote no. The company has given out more shares than they legally have available. This is a problem for the BOD as they wont be able to actually give out the shares they have promised. If you also vote no on the stock plan. IMO those options will be void, based on my limited legal knowledge. This means the BOD will have to create a new Stock plan and get shareholder approval of that plan in 1 year. What the new plan will look like, I have no idea. But considering almost no one on the old BOD is on the new BOD. I am voting no, because they failed to provide shareholder value for me and I dont think they deserve those options.
Overall, this is a self-created problem if they just would have had an annual meeting each year this wouldn't have come up. The only ones they have to blame is themselves.