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): June 25, 2013
CEL-SCI CORPORATION
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(Exact name of Registrant as specified in its charter)
Colorado 0-11503 84-0916344
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Boulevard, Suite 802
Vienna, Virginia 22182
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (703) 506-9460
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N/A
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(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 meeting the following persons were elected as directors for the upcoming
year:
Name Votes For Votes Withheld
---- --------- --------------
Maximilian de Clara 65,889,772 23,187,528
Geert R. Kersten 75,355,564 13,721,736
Alexander Esterhazy 77,880,404 11,196,896
C. Richard Kinsolving 76,538,567 12,538,733
Peter R. Young 77,823,272 11,254,028
At the meeting the following were ratified by the shareholders.
(1) the adoption of CEL-SCI's Amended and Restated Articles of
Incorporation;
(2) subject to the determination of CEL-SCI's directors that a reverse
split would be in the best interest of CEL-SCI's shareholders, the adoption of a
reverse split of CEL-SCI's common stock. A condition of the reverse stock split
is that the ratio of the reverse split will be determined by CEL-SCI's Board of
Directors, provided that, in any case, the reverse split ratio will not be
greater than 10 for 1. The Board of Directors may elect not to proceed with a
stock split without further action by the shareholders;
(3) subject to the determination of CEL-SCI's directors that an increase in
CEL-SCI's authorized capital would be in the best interest of CEL-SCI's
shareholders, the adoption of an amendment to CEL-SCI's Articles of
Incorporation such that CEL-SCI would be authorized to issue up to 800,000,000
shares of common stock. The Board of Directors may elect not to proceed with
increasing CEL-SCI's authorized capital without further action by the
shareholders; and
(4) the appointment of BDO USA, LLP as CEL-SCI's independent registered
public accounting firm for the fiscal year ending September 30, 2013;
The following is a tabulation of votes cast with respect to these
proposals:
Votes
-------------------------------------- Broker
Proposal For Against Abstain Non-Votes
1. 208,502,239 27,744,607 13,469,847
2. 156,067,768 89,649,626 3,999,299
3. 190,425,399 48,391,841 10,899,453
4. 236,020,249 5,940,917 7,755,527
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.
As a result, the annual shareholders' meeting has been adjourned to July
25, 2013, allowing stockholders additional time to vote on the adoption of the
2013 Non-Qualified Plan. The meeting will reconvene on that date at 10:30 a.m.
at CEL-SCI's corporate office, which is located at 8229 Boone Boulevard, Suite
802, Vienna, Virginia 22182.
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 must therefore 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 have been voted on the adoption
of the 2013 Non-Qualified Plan, a significant percentage of these shares have
been 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, will require the approval of a majority of votes cast with respect to
this matter.
Despite the change in the vote required, during the period of the
adjournment, CEL-SCI will continue to solicit proxies from its stockholders with
respect to the adoption of the 2013 Non-Qualified Stock Option Plan.
Stockholders who have not already done so are encouraged to vote on the
proposal. Stockholders who have already voted need not take any action on the
proposal, although they may change their vote by executing a new proxy, revoking
a previously given proxy, or attending the adjourned meeting and voting in
person.
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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: June 25, 2013 CEL-SCI CORPORATION
By: /s/ Geert Kersten
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Geert Kersten, Chief Executive Officer
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