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 12, 2017
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
N/A
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(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 3.03. Material Modification to Rights of Security Holders.
On June 12, 2017 CEL-SCI'S directors, pursuant to authority granted to them
by CEL-SCI'S shareholders, approved a 1-for-25 reverse stock split of CEL-SCI'S
common stock. The reverse stock split is projected to be effective on the NYSE
MKT on June 15, 2017.
Item 5.07. Submission of Matters to a Vote of Securities Holders.
The annual meeting of CEL-SCI's shareholders was held on June 12, 2017. At
the meeting the following persons were elected as directors for the upcoming
year:
Votes
------------------------------ Broker
Name For Against Non-Votes
Geert R. Kersten 46,547,568 7,368,374 94,555,593
Alexander G. Esterhazy 47,224,897 6,691,000 94,555,593
Peter R. Young 47,195,125 6,720,817 94,555,593
Bruno Baillavoine 46,931,989 6,983,953 94,555,593
At the meeting the following were approved by CEL-SCI's shareholders:
(2) the adoption of CEL-SCI's 2017 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 Plan;
(3) the adoption of CEL-SCI's 2017 Stock Bonus Plan which provides that up
to 4,000,000 shares of common stock may be issued to persons granted
stock bonuses pursuant to the Plan;
(4) 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
approval 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 1 for 25. The
Board of Directors may elect not to proceed with a stock split without
further action by the shareholders;
(5) the approval, on a non-binding advisory basis, of the compensation of
CEL-SCI's executive officers;
(6) the approval, on a non-binding advisory basis, of the frequency (three
years) of the advisory vote regarding the compensation of CEL-SCI's
executive officers; and
(7) the appointment of BDO USA, LLP as CEL-SCI's independent registered
public accounting firm for the fiscal year ending September 30, 2017.
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The following is a tabulation of votes cast with respect to proposals 2, 3,
4, 5, and 7:
Votes
------------------------------------- Broker
Proposal For Against Abstain Non-Votes
(2) 36,398,069 16,382,187 1,135,686 94,555,593
(3) 38,248,942 14,841,201 825,799 94,555,593
(4) 87,458,807 58,959,207 2,053,521 60,292
(5) 37,767,875 14,101,971 2,046,096 94,555,593
(7) 134,686,447 7,750,612 6,034,476 --
The following is a tabulation of votes cast with respect to proposal 6:
Broker
1 Year 2 Years 3 Years Abstain Non-Votes
16,717,934 1,894,221 32,036,566 3,267,221 94,555,593
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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 12, 2017 CEL-SCI CORPORATION
By: /s/ Patricia B. Prichep
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Patricia B. Prichep
Senior Vice President of Operations
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