RRDog, I kept your master peace of a post as the last to reply to. For clarity 100%. For argumentation 100%.
1) Your MOST convincing argument that might, possibly even will, have me following your NO advice is that as you write: A new vote can be organized at a VERY low price if BoD/management provides a GOOD reason for the increase. I NEVER considered that possibility and I hope you understand now why it is important that posters like you contribute here.
2) My biggest objection to NO was the possibility that we would be crossing well set-up plans of BoD/Management for things that are going on. But since management did NOT provide any clear explanation for which NONE GENERIC reason they need this shelf we cannot judge. I therefore would NEVER vote BEFORE next Quarterly/CC anyway, given BoD/Management the opportunity to explain. However, with your argument in #1 above, the fear of crossing a good BoD plan is gone. You actually brought up the 100% solution to this.
3) Your 10 cent example gives me the chills! Maybe some limit must be specified under which NO MORE PPHM shares may be issued. However that would create a vulnerability, certainly as we see the share price is kept under artificial and well engineered pressure.
CONCLUSION
So, I will vote conditionally NO. If management does NOT give any explanation as to this shelf and doesn't do it at the NEXT QUARTERLY (because if they can delay it till just before the annual we shareholders are loosing time in organizing ourselves) and do it in SUCH a way that we will NOT depend on their goodwill for the execution.
I hate the DIOS and Statson stuff because it is to long ago to keep repeating but in this instance I want to remember it and keep in mind that in those instances we were made believe in A (not by telling us but by our assumptions of logical proceedings of such deals) and finally B happened because for some reason those logical proceedings didn't take place. So we cannot blame BoD but I learned from it we need to force them in expressing clearly why they want this increase and not let us ASSUME why because they can ALWAYS say they NEVER said anything.
So now I want to avoid that BoD tells us they need the shelf for A and then on the road use it for B leaving shareholders powerless at the sidelines forcing them in class actions to get their rights.
So the brochure will have to say WHY this increase will be used and exclude every other use, at least for the biggest part of the shelf (I could live with a smaller amount increase if justified - say 25-50milj). And it must be written in such a way that if the BoD uses it for ANY OTHER reason that we did not agree upon by the vote they can easily be found guilty, even in DELAWARE, and ACCEPT the exception of the PPHM bylaws that put them out of harm for personal prosecution if they infringe this.
WITHOUT that LAST guarantee of their COMMON PERSONAL RESPONSIBILITY in case of infringement (which is a reasonable request to BoD members that have no intention to infringe anything) this shelf increase vote is WORTHLESS because they could just do something else and get away with it anyway. I wonder if these changes protecting BoD/management have been made in relation to the 'to me' surprising sentences in the brochure saying they do NOT expect many broker non-votes which if in error may set many shareholders on the wrong foot.
If BoD does NOT accommodate to us, and after reading your superb post, I'll vote NO and swing many million of votes to NO in the process.
I think RRDog this post of yours is going to be remembered for very long. If ALL together we manage to win this battle i wonder if we should sponsor a RRDog statue for the city of Tustin :)
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