0001004878-16-000449.txt : 20160722 0001004878-16-000449.hdr.sgml : 20160722 20160722161030 ACCESSION NUMBER: 0001004878-16-000449 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160722 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20160722 DATE AS OF CHANGE: 20160722 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: 161779834 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 form8k507annmeet7-16.txt 8-K ITEM 5.07 RE ANNUAL MEETING 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