UNITED STATES
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): September 20,
2018
CEL-SCI CORPORATION
(Exact
name of Registrant as specified in its charter)
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Colorado
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001-11889
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84-0916344
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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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
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions:
¨
Written
communications pursuant to Rule 425 under the Securities Act (17CFR
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-4(c) under the Exchange Act (17
CFR 240.13e-14c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§203.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§204.12b-2 of this chapter.
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.07. Submission of Matters to a Vote of Securities
Holders.
The
annual meeting of CEL-SCI’s shareholders was held on
September 20, 2018. At the meeting the following persons were
elected as directors for the upcoming year:
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Votes
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Broker
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Name
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For
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Against
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Non-Votes
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Geert
R. Kersten
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4,773,736
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395,348
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12,472,501
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Peter
R. Young
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4,781,417
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387,668
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12,472,501
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Bruno
Baillavoine
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4,640,682
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528,403
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12,472,501
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Robert
Watson
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4,642,832
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526,253
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12,472,501
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At the
meeting the following were approved by CEL-SCI’s
shareholders:
(2)
the adoption of
CEL-SCI’s 2018 Non-Qualified Stock Option Plan which provides
that up to 2,200,000 shares of common stock may be issued upon the
exercise of options granted pursuant to the Plan;
(3)
the adoption of
CEL-SCI’s 2018 Stock Bonus Plan which provides that up to
400,000 shares of common stock may be issued to persons granted
stock bonuses pursuant to the Plan; and
(4)
to ratify the
appointment of BDO USA, LLP as CEL-SCI’s independent
registered public accounting firm for the fiscal year ending
September 30, 2018.
The
following is a tabulation of votes cast with respect to proposals
2, 3, and 4:
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Votes
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Broker
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Proposal
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For
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Against
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Abstain
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Non-Votes
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(2)
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3,733,422
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1,088,648
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347,015
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12,472,501
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(3)
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4,059,603
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973,774
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135,708
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12,472,501
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(4)
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15,570,719
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874,794
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1,196,073
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-
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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.
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CEL-SCI CORPORATION
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Date:
September 21, 2018
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By:
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/s/
Patricia B. Prichep
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Patricia
B. Prichep
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Senior
Vice President of Operations
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