0001004878-13-000199.txt : 20130626 0001004878-13-000199.hdr.sgml : 20130626 20130626123538 ACCESSION NUMBER: 0001004878-13-000199 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130625 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130626 DATE AS OF CHANGE: 20130626 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: 13933853 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 form8kitem507june-13.txt 8-K RE ITEM 5.07 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): June 25, 2013 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 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. 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: June 25, 2013 CEL-SCI CORPORATION By: /s/ Geert Kersten -------------------------------------- Geert Kersten, Chief Executive Officer 3