Michery will overcome the “no vote” contingent of his retail marks.
Here’s how…
They diluted the OS by 100 million at some point between the end of Sept and Nov 8.
I am willing to bet that it occurred just before Nov 6 the record date for voting. That would have been to Esousa and the other financiers (who want the RS). They would then be able to vote those shares even if they sold them on Nov 7.