I believe the main issue is certain stock plans must be voted on within 1 year of issuance. This did not happen, thereby making the 2014 plan void. IMO whether or not it gets approved on this proxy wont matter, it is past the deadline.
Only my opinion and I dont have a legal background.
Yes, because attorneys will do work in exchange for a phone call.
The lawsuit may have been avoided, but I doubt the attorneys (feels like this should be "attornies") were going to simply pack up and call things off if IMSC returned their phone calls. More likely, all of this could have been avoided had they received some form of compensation.
Most OTC companies do not hold annual meetings. Most states require those meetings. This is an easy lawsuit that is geared towards a settlement.