I was so far off in my thinking that a proxy vote was even needed for the RS. Here's what I have found on this subject. I had remembered this from the RS proxy in '03:


SCHEDULE 14A
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held July 29, 2003

"...If the stockholders approve the reverse stock split proposal, the reverse stock split will be effected, if at all, only upon a determination by the Board of Directors that the reverse stock split is in the best interests of Sonic and our stockholders at that time. In connection with any determination to affect a reverse stock split, the Board of Directors will set the timing for such a split. This determination will be made by the Board of Directors to create the greatest marketability of our common stock based on prevailing market conditions at that time. No further action on the part of stockholders will be required to either implement or abandon the reverse stock split.

If the Board of Directors does not implement a reverse stock split prior to June 1, 2004, the authority granted in this proposal to implement a reverse stock split on these terms will terminate.

The Board of Directors reserves its right to elect not to proceed with the reverse stock split if it determines, in its sole discretion, that the split is no longer in the best interests of Sonic and its stockholders...."

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....But then I found this over at the SEC website:

Reverse Stock Split:

"...A company’s board of directors may declare a reverse stock split without shareholder approval. Although the SEC has authority over a broad range of corporate activity, state corporate law and a company’s articles of incorporation and by-laws govern reverse stock splits...."
http://www.sec.gov/answers/reversesplit....

..................................................... ....................................................... .................................................

From Sonics '98 Final Prospectus

"...Control By Current Management. At the completion of this Offering, the Company's officers, directors and their affiliates will beneficially own all of the outstanding shares of Series B Preferred Stock, and will have voting control over approximately 74% of the outstanding voting securities of the Company. Therefore, current management will have the ability to control the election of directors of the Company and the outcome of all issues submitted to a vote of stockholders of the Company. Such control could adversely affect the market price of the Securities or delay or prevent a change in control of the Company. See "Principal Stockholders" and "Description of Securities."..."

..................................................... ....................................................... ......................................


Now why they went through shareholders by proxy vote in '03, I have no idea. Possibly to give it the face of a democratic process.

I still have mixed emotions as to this latest move by management, but I'm in this for the whole ride. There will be plenty of time to lament or celebrate my investing decisions w/this issue down the road...actually for the rest of my life. So, I don't really feel the need to share my day to day emotions on this message board. Good luck to us all.