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): April 15, 2011
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 April 15, 2011. At
the meeting the following persons were elected as directors for the upcoming
year:
Name Votes For Votes Withheld
---- --------- --------------
Maximilian de Clara 34,618,262 8,116,907
Geert R. Kersten 37,987,732 4,747,437
Alexander G. Esterhazy 38,257,912 4,477,242
C. Richard Kinsolving 38,202,197 4,532,972
Peter R. Young 38,791,919 3,943,250
At the meeting the following proposals were ratified by the shareholders.
(1) to approve the adoption of CEL-SCI's 2011 Incentive Stock Option Plan;
(2) to approve the adoption of CEL-SCI's 2011 Non-Qualified Stock Option
Plan;
(3) to approve the adoption of CEL-SCI's 2011 Stock Bonus Plan;
(4) to approve an amendment to CEL-SCI's Stock Compensation Plan so that
an additional 2,000,000 restricted shares of CEL-SCI's common stock
are available for issuance under the plan;
(5) to approve the appointment of BDO USA, LLP as CEL-SCI's independent
registered public accounting firm for the fiscal year ending September
30, 2011;
(6) to approve on an advisory basis, the compensation of CEL-SCI's
executive officers;
(7) to approve on an advisory basis, the frequency of advisory votes on
the compensation of CEL-SCI's executive officers.
The following is a tabulation of votes cast with respect to these
proposals:
Votes
----------------------------- Broker
Proposal For Against Abstain Non-Votes
-------- --- ------- ------- ----------
1. 31,264,791 10,562,424 907,954 117,605,697
2. 30,688,313 11,131,547 915,309 117,605,697
3. 30,794,307 11,112,775 828,087 117,605,697
4. 30,001,835 12,325,113 408,221 117,605,697
5. 144,141,784 6,232,351 9,966,731 0
6. 34,164,600 7,345,886 1,224,683 117,605,697
2
Broker
7. For 1 year For 2 years For 3 years Abstain Non-Votes
---------- ----------- ----------- ------- ---------
11,416,903 1,802,830 27,018,316 2,497,120 117,605,697
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: April 15, 2011 CEL-SCI CORPORATION
By: /s/ Patricia B. Prichep
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Patricia B. Prichep
Senior Vice President of Operations