0001004878-11-000151.txt : 20110415 0001004878-11-000151.hdr.sgml : 20110415 20110415172520 ACCESSION NUMBER: 0001004878-11-000151 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110415 ITEM INFORMATION: Other Events FILED AS OF DATE: 20110415 DATE AS OF CHANGE: 20110415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CEL SCI CORP CENTRAL INDEX KEY: 0000725363 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 840916344 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11889 FILM NUMBER: 11763794 BUSINESS ADDRESS: STREET 1: 8229 BOONE BLVD . STREET 2: SUITE 802 CITY: VIENNA STATE: VA ZIP: 22182 BUSINESS PHONE: 7035069460 MAIL ADDRESS: STREET 1: 8229 BOONE BLVD. STREET 2: SUITE 802 CITY: VIENNA STATE: VA ZIP: 22182 FORMER COMPANY: FORMER CONFORMED NAME: INTERLEUKIN 2 INC DATE OF NAME CHANGE: 19880317 8-K 1 form8kitem507april-11.txt APRIL 15, 2011 8-K ITEM 5.07 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): April 15, 2011 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 April 15, 2011. At the meeting the following persons were elected as directors for the upcoming year: Name Votes For Votes Withheld ---- --------- -------------- Maximilian de Clara 34,618,262 8,116,907 Geert R. Kersten 37,987,732 4,747,437 Alexander G. Esterhazy 38,257,912 4,477,242 C. Richard Kinsolving 38,202,197 4,532,972 Peter R. Young 38,791,919 3,943,250 At the meeting the following proposals were ratified by the shareholders. (1) to approve the adoption of CEL-SCI's 2011 Incentive Stock Option Plan; (2) to approve the adoption of CEL-SCI's 2011 Non-Qualified Stock Option Plan; (3) to approve the adoption of CEL-SCI's 2011 Stock Bonus Plan; (4) to approve an amendment to CEL-SCI's Stock Compensation Plan so that an additional 2,000,000 restricted shares of CEL-SCI's common stock are available for issuance under the plan; (5) to approve the appointment of BDO USA, LLP as CEL-SCI's independent registered public accounting firm for the fiscal year ending September 30, 2011; (6) to approve on an advisory basis, the compensation of CEL-SCI's executive officers; (7) to approve on an advisory basis, the frequency of advisory votes on the compensation of CEL-SCI's executive officers. The following is a tabulation of votes cast with respect to these proposals: Votes ----------------------------- Broker Proposal For Against Abstain Non-Votes -------- --- ------- ------- ---------- 1. 31,264,791 10,562,424 907,954 117,605,697 2. 30,688,313 11,131,547 915,309 117,605,697 3. 30,794,307 11,112,775 828,087 117,605,697 4. 30,001,835 12,325,113 408,221 117,605,697 5. 144,141,784 6,232,351 9,966,731 0 6. 34,164,600 7,345,886 1,224,683 117,605,697 2 Broker 7. For 1 year For 2 years For 3 years Abstain Non-Votes ---------- ----------- ----------- ------- --------- 11,416,903 1,802,830 27,018,316 2,497,120 117,605,697 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: April 15, 2011 CEL-SCI CORPORATION By: /s/ Patricia B. Prichep ----------------------------------- Patricia B. Prichep Senior Vice President of Operations