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 22, 2016
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)
Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Securities Holders.
The annual meeting of CEL-SCI's shareholders was held on July 22, 2016. At
the meeting the following persons were elected as directors for the upcoming
year:
Votes
------------------------------ Broker
Name For Against Non-Votes
------ --- ------- ---------
Maximilian de Clara 30,789,923 2,360,698 63,754,716
Geert R. Kersten 31,385,941 1,764,680 63,754,716
Alexander G. Esterhazy 27,520,093 5,630,528 63,754,716
Peter R. Young 27,488,711 5,661,910 63,754,716
Bruno Baillavoine 28,851,002 4,299,619 63,754,716
At the meeting the following were ratified by CEL-SCI's shareholders:
(2) the adoption of CEL-SCI's 2016 Incentive Stock Option Plan which
provides that up to 1,500,000 shares of common stock may be issued
upon the exercise of options granted pursuant to the Incentive Stock
Option Plan;
(3) the adoption of CEL-SCI's 2016 Non-Qualified Stock Option Plan which
provides that up to 2,000,000 shares of common stock may be issued
upon the exercise of options granted pursuant to the Non-Qualified
Stock Option Plan;
(4) the adoption of CEL-SCI's 2016 Stock Bonus Plan which provides that up
to 2,000,000 shares of common stock may be issued to persons granted
stock bonuses pursuant to the Stock Bonus Plan;
(5) the appointment of BDO USA, LLP as CEL-SCI's independent registered
public accounting firm for the fiscal year ending September 30, 2016;
The following is a tabulation of votes cast with respect to proposals 2,
3, 4 and 5:
Votes
------------------------------------- Broker
Proposal For Against Abstain Non-Votes
-------- --- ------- ------- ----------
(2) 23,391,894 9,434,136 324,591 63,754,716
(3) 22,976,764 9,843,306 330,551 63,754,716
(4) 27,294,559 5,509,577 346,485 63,754,716
(5) 89,155,183 5,187,493 2,562,661 0
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 22, 2016 CEL-SCI CORPORATION
By: /s/ Patti B. Prichep
--------------------------------------
Patricia B. Prichep
Senior Vice President of Operations