Shareholders could turn the request down, because it means that money has to come out of company pockets -- which, to investors, means their pockets -- to fund the change. But it's hard to see how there is much of a choice if the company wants to remain competitive and, perhaps, gain back some of its market value. If the options have tanked in value, there is less financial incentive for inventive employees to remain. It's one of those cases where stockholders either take it in the shorts a bit now, or face real pain as the very people who can get them out of trouble walk off to another opportunity.
However, given that EMC owns 86 percent of the company and is connected with the majority of the board's directors, the chances of the need being misunderstood or voted down is on par with a snowball's chance of surviving a day in the middle of the Gobi Desert.