Exactly Denny that's why they are putting it in a
proxy vote so everyone knows up front exactly
what the details of the situation is and every one
can vote yes or no on it.

Just think about it logically. Nothing else makes
any sense why they would be calling for a
proxy vote.

Like others have said if this was about an R/S
or even another A/S raise they would just do it,
they wouldn't hold a proxy for something like that.