QL300, yes I can see the logic in your opinion that a favorable vote would need to be on a "true up" action recommended by the board and compensation committee. However, I would argue, if I were counsel, that the shareholder vote to award the options, having knowledge of a contention by one shareholder that it was misrepresented in the information provided, and having complete disclosure of the pleadings in the suit, and if it still passes by a huge margin (presuming that it does and that the vote to be counted excludes the shares held by the affected shareholders) that all past and present voting action represents the desires of a majority of shareholders eligible to vote and that no foul, no harm resulted from any past errors in the prior two votes structure. (disclosure: I am not an attorney, but have drafted hundreds of legal documents for attorneys involving DOL and IRS regs. in my 30 year career)