SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
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)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
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CEL-SCI CORPORATION
8229 Boone Blvd., Suite 802
Vienna, Virginia 22l82
(703) 506-9460
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD June 12, 2017
(Revised)
To the Shareholders:
Notice is hereby given that the annual meeting of the shareholders of
CEL-SCI Corporation ("CEL-SCI") will be held at 4820-C Seton Drive, Baltimore,
MD 21215, on June 12, 2017 at 10:30 a.m. local time, for the following purposes:
(1) to elect the directors who shall constitute CEL-SCI's Board of
Directors for the ensuing year;
(2) to approve the adoption of CEL-SCI's 2017 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;
(3) to approve the adoption of CEL-SCI's 2017 Stock Bonus Plan which
provides that up to 4,000,000 shares of common stock may be issued to
persons granted stock bonuses pursuant to the Plan;
(4) subject to the determination of CEL-SCI's directors that a reverse
split would be in the best interest of CEL-SCI's shareholders, to
approve 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 1 for 25. The
Board of Directors may elect not to proceed with a stock split without
further action by the shareholders;
(5) to approve, on a non-binding advisory basis, the compensation of
CEL-SCI's executive officers;
(6) to approve, on a non-binding advisory basis, the frequency of the
advisory vote regarding the compensation of CEL-SCI's executive
officers;
(7) to ratify the appointment of BDO USA, LLP as CEL-SCI's independent
registered public accounting firm for the fiscal year ending September
30, 2017; and
to transact such other business as may properly come before the meeting or
any adjournments or postponements thereof.
April 5, 2017 is the record date for the determination of shareholders
entitled to notice of and to vote at the meeting. Shareholders are entitled to
one vote for each share held. As of April 5, 2017, there were 216,478,331
outstanding shares of CEL-SCI's common stock.
CEL-SCI CORPORATION
April 28, 2017 Geert R. Kersten, Chief Executive Officer
The Board of Directors solicits the enclosed proxy. Your vote is important no
matter how large or small your holdings. To assure your representation at the
meeting, please vote promptly.
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be held on June 12, 2017. This Proxy Statement is
available at: www.irdirect.net/CVM/sec_filings/
If you need additional copies of this Proxy
Statement or the enclosed proxy card, or if you have other
questions about the proposals or how to vote your shares, you may contact our
proxy solicitor:
ADVANTAGE PROXY
(877) 870-8565 (toll free) or (206) 870-8565 (collect) Or by email
at: ksmith@advantageproxy.com
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ATTACHED PROXY CARD,
AND SIGN, DATE AND RETURN THE PROXY CARD, OR VOTE VIA THE INTERNET OR BY
TELEPHONE TO SAVE THE COST OF FURTHER SOLICITATION, PLEASE VOTE PROMPTLY
CEL-SCI CORPORATION PROXY
This Proxy is solicited by CEL-SCI's Board of Directors
(Revised)
The undersigned stockholder of CEL-SCI acknowledges receipt of the Notice of the
Annual Meeting of Stockholders to be held June 12, 2017, 10:30 a.m. local time,
at 4820-C Seton Drive, Baltimore, MD 21215, and hereby appoints Geert R. Kersten
with the power of substitution, as Attorney and Proxy to vote all the shares of
the undersigned at said annual meeting of stockholders and at all adjournments
thereof, hereby ratifying and confirming all that said Attorney and Proxy may do
or cause to be done by virtue hereof. The above named Attorney and Proxy is
instructed to vote all of the undersigned's shares as follows:
The Board of Directors recommends a vote FOR all the nominees listed below:
(1) To elect the persons who shall constitute CEL-SCI's Board of Directors for
the ensuing year.
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)
Nominees: Geert R. Kersten Alexander G. Esterhazy Peter R. Young
Bruno Baillavoine
The Board of Directors recommends you vote FOR the following proposals;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) To approve the adoption of CEL-SCI's 2017 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 Stock
Option Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) To approve the adoption of CEL-SCI's 2017 Stock Bonus Plan which provides
that up to 4,000,000 shares of common stock may be issued pursuant to the
Stock Bonus Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) Subject to the determination of CEL-SCI's directors that a reverse split
would be in the best interest of CEL-SCI's shareholders, to approve a
reverse split of CEL-SCI's common stock, provided that, in any case, the
reverse split ratio will not be greater than 1 for 25. 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. The Board of Directors may
elect not to proceed with a stock split without further action by the
shareholders.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(5) To approve, on a non-binding advisory basis, the compensation of CEL-SCI's
executive officers.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(6) To approve, on a non-binding advisory basis, the frequency of the advisory
vote regarding the compensation of CEL-SCI's executive officers.
[ ] ONE YEAR [ ] TWO YEARS [ ] THREE YEARS [ ] ABSTAIN
(7) To ratify the appointment of BDO USA, LLP as CEL-SCI's independent
registered public accounting firm for the fiscal year ending September 30,
2017.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
To transact such other business as may properly come before the meeting or
any adjournments or postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF ALL NOMINEES TO THE BOARD OF DIRECTORS AND ITEMS 2 THROUGH 7.
Directions to the Annual Meeting can be found at
www.cel-sci.com/annual_meeting.html.
Dated this ____ day of _______________ 2017.
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(Signature)
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(Signature)
Please sign your name exactly as it appears on your stock certificate. If shares
are held jointly, each holder should sign. Executors, trustees, and other
fiduciaries should so indicate when signing.
Please Sign, Date and Return this Proxy so that your shares may be voted at the
meeting.
Send the proxy by regular mail, email, or fax to:
CEL-SCI Corporation
Attn: Gavin de Windt
8229 Boone Blvd., #802
Vienna, VA 22182
Phone: 703-506-9460
Fax: 703-506-9471
Email: gdewindt@cel-sci.com
May 11, 2017
Dear Fellow Shareholders,
The annual meeting date for CEL-SCI Corporation has been changed to Monday, June
12, 2017 at 10:30 a.m. local time in Baltimore, MD. Enclosed you will find a new
notice of annual meeting and proxy card or voting instruction form. All
materials that were either mailed to you or e-mailed to you earlier remain the
same. The proposals have not changed. If you have already voted you do not need
to vote again.
On behalf of the Board of Directors and management, we would like to thank all
of our shareholders for their continued support.
Sincerely,
Geert Kersten
Director and Chief Executive Officer