Stockholdershavethe right to voteon the issuanceofconvertiblesecuritiesbecause they will dilutecurrentStockholders' proportionate ownershipwhenconverted (changed into share of common).
Hedge funds and mutual funds who have the righttovote in shareholder elections, as these firms are the stockholders and people just buy into the mutual fund itself, take these voting rights seriously because they have a stake in the outcome.