UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 25, 2013
CEL-SCI CORPORATION
--------------------------------------------
(Exact name of Registrant as specified in its charter)
Colorado 0-11503 84-0916344
--------------------------- -------------------- --------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Boulevard, Suite 802
Vienna, Virginia 22182
------------------------------------------
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (703) 506-9460
N/A
---------------------------
(Former name or former address if changed since last report)
Item 5.07. Submission of Matters to a Vote of Securities Holders.
The annual meeting of CEL-SCI's shareholders was held on June 25, 2013. At
the annual meeting, all nominees to the board of directors were elected and all
proposals submitted to CEL-SCI's shareholders, with the exception of the
proposal to adopt CEL-SCI's 2013 Non-Qualified Plan, were adopted.
The adoption of CEL-SCI's 2013 Non-Qualified Stock Option Plan, which
provides that up to 20,000,000 shares of common stock may be issued upon the
exercise of options granted pursuant to the Non-Qualified Plan, did not receive
the required number of votes at the June 25, 2013 meeting.
Consequently, the annual shareholders' meeting was adjourned to July 25,
2013, allowing stockholders additional time to vote on the adoption of the 2013
Non-Qualified Plan.
At the annual meeting, the adoption of the 2013 Non-Qualified Plan required
the affirmative vote of the holders of a majority of CEL-SCI's outstanding
shares of common stock. In addition, brokers did not have discretionary
authority to vote on the proposal and therefore were required to receive voting
instructions from beneficial owners of shares held in street name in order for
the shares to be voted. Although less than half of CEL-SCI's outstanding shares
of common stock voted on the adoption of the 2013 Non-Qualified Plan at the
annual meeting, a significant percentage of these shares voted in favor of this
proposal.
As a result of the adoption of CEL-SCI's Amended and Restated Articles of
Incorporation, the adoption of the 2013 Non-Qualified Plan, at the adjourned
meeting, required the approval of a majority of votes cast with respect to this
matter.
The following is a tabulation of votes cast with respect to addition of the
plan:
Votes
------------------------------------------ Broker
For Against Abstain Non-Votes
--- ------- ------- ---------
65,732,395 26,771,876 1,798,775 156,134,667
The 2013 Non-Qualified Plan was ratified by the shareholders at the
reconvened meeting.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 26, 2013 CEL-SCI CORPORATION
By: /s/ Geert R. Kersten
-----------------------------
Geert Kersten, Chief Executive Officer