8-K

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):  May 23, 2023

CEL-SCI CORPORATION

(Exact name of Registrant as specified in its charter)

Colorado	001-11889	84-0916344
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

8229 Boone Blvd., #802

Vienna, VA 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)

Securities registered pursuant to Section 12(b) of the Act:

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))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CVM	NYSE American

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 May 23, 2023. At the meeting the following persons were elected as directors for the upcoming year:

Name	Votes For		Votes Against		Broker Non-Votes
Geert Kersten		8,636,412		1,857,962		11,130,767
Peter Young		8,324,014		2,170,360		11,130,767
Bruno Baillavoine		8,957,286		1,537,088		11,130,767
Robert Watson		8,958,603		1,535,771		11,130,767
Gail Naughton		9,537,048		957,326		11,130,767

At the meeting the following were approved by CEL-SCI’s shareholders:

(2)	the adoption of CEL-SCI’s 2023 Non-Qualified Stock Option Plan;
(3)	to approve the adoption of CEL-SCI’s 2023 Stock Bonus Plan;
(4)	to approve, on a non-binding advisory basis, the compensation of CEL-SCI’s executive officers;
(5)	to approve, on a non-binding advisory basis, the frequency of the advisory vote regarding the compensation of CEL-SCI’s executive officers; and
(6)	to ratify the appointment of BDO USA, LLP as CEL-SCI’s independent registered public accounting firm for the fiscal year ending September 30, 2023.

The following is a tabulation of votes cast with respect to proposals 2, 3, 4 and 6:

Proposal		Votes For		Votes Against		Abstain		Broker Non-Votes
	(2)		7,391,922		2,683,385		419,067		11,130,767
	(3)		7,179,948		2,936,609		377,817		11,130,767
	(4)		7,983,457		2,098,246		412,671		11,130,767
	(6)		19,101,272		1,829,100		694,769		-

The following is a tabulation of votes cast with respect to proposals 5:

Proposal		1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
	(5)		3,740,819		232,413		5,165,164		1,355,978		11,130,767

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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:  May 23, 2023	CEL-SCI CORPORATION
	By:	/s/ Geert Kersten
		Geert Kersten
		Chief Executive Officer

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XML

Cover	May 23, 2023
Cover [Abstract]
Entity Registrant Name	CEL-SCI CORPORATION
Entity Central Index Key	0000725363
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	May 23, 2023
Entity Incorporation State Country Code	CO
Entity File Number	001-11889
Entity Tax Identification Number	84-0916344
Entity Address Address Line 1	8229 Boone Blvd., #802
Entity Address City Or Town	Vienna
Entity Address State Or Province	VA
Entity Address Postal Zip Code	22182
City Area Code	703
Local Phone Number	506-9460
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock
Trading Symbol	CVM
Security Exchange Name	NYSEAMER