SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Filed by Party other than the Registrant [ ]
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14a-6(e)(2))
[ ] Definitive Proxy Statement
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CEL-SCI CORPORATION
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(Name of Registrant as Specified In Its Charter)
William T. Hart - Attorney for Registrant
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
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1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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NEWS RELEASE Contact:
Gavin de Windt
CEL-SCI Corporation
(703) 506-9460
CEL-SCI CORPORATION ANNOUNCES RESULTS OF ANNUAL SHAREHOLDERS' MEETING
AND ADJOURNMENT OF MEETING TO JULY 25, 2013 WITH RESPECT TO
PROPOSAL CONCERNING STOCK OPTION PLAN
Vienna, VA, June 26, 2013 - CEL-SCI Corporation (NYSE MKT: CVM). The annual
meeting of CEL-SCI's shareholders was held on June 25, 2013. At the meeting, all
nominees to the Board of Directors were elected and the following proposals 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 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 plan, did not receive the required number of
votes.
As a result, the annual shareholders' meeting was 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.
At the June 25, 2013 meeting, 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.