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Why would I vote for an increase in the number of authorized shares?
As a common shareholder, why would I want to approve an increase in the number of authorized shares?" Because it could increase the value of your existing shares. Companies sell new shares to raise capital, and they use capital to (among other things) expand. If Whole Foods issues new shares and uses the capital to opens new stores, then profit could increase enough to offset the dilution effect, and your stock price will go up. You should ask yourself:  What areas is is your company of choice planning on expanding into? Will they do well there? Are there better ways for the company to raise capital (debt, cash in hand, cut expenses elsewhere, etc)? If you think that the management has a good plan for expanding, then authorizing new shares makes good sense for you personally.