0001004878-12-000164.txt : 20120518 0001004878-12-000164.hdr.sgml : 20120518 20120518164000 ACCESSION NUMBER: 0001004878-12-000164 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120518 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120518 DATE AS OF CHANGE: 20120518 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: 12856078 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 form8kitem507may-12.txt 8-K RE PROXY 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 18, 2012 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 May 18, 2012. At the meeting the following persons were elected as directors for the upcoming year: Name Votes For Votes Withheld ---- --------- -------------- Maximillian de Clara 40,711,166 13,364,662 Geert R. Kersten 43,034,150 11,041,678 Alexander Esterhazy 43,461,259 10,614,569 C. Richard Kinsolving 43,321,927 10,753,901 Peter R. Young 43,469,014 10,606,804 At the meeting the following proposals were ratified by the shareholders. (1) to approve the adoption of CEL-SCI's 2012 Incentive Stock Option Plan which provides that up to 2,000,000 shares of common stock may be issued upon the exercise of options granted pursuant to the Incentive Stock Option Plan; (2) to approve the adoption of CEL-SCI's 2012 Non-Qualified Stock Option Plan which provides that up to 2,000,000 shares of common stock may be issued upon the exercise of options granted pursuant to the Non-Qualified Stock Option Plan; (3) to approve the adoption of CEL-SCI's 2012 Stock Bonus Plan which provides that up to 2,000,000 shares of common stock may be issued to persons granted stock bonuses pursuant to the Stock Bonus Plan; (4) to approve an amendment to CEL-SCI's Stock Compensation Plan to provide for the issuance of up to 2,000,000 additional restricted shares of common stock to CEL-SCI's directors, officers, employees and consultants for services provided to the Company; (5) to approve an amendment to CEL-SCI's Articles of Incorporation such that CEL-SCI would be authorized to issue up to 600,000,000 shares of common stock; 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, 2012; The following is a tabulation of votes cast with respect to these proposals: 1 Votes ----------------------------- Broker Proposal For Against Abstain Non-Votes -------- --- ------- ------- --------- 1. 34,334,889 17,870,888 1,870,051 144,600,620 2. 33,247,537 18,884,175 1,944,116 144,600,620 3. 33,228,273 18,723,305 2,124,250 144,600,620 4. 33,925,060 19,503,873 646,895 144,600,620 5. 132,422,994 64,026,281 2,025,860 201,313 6. 182,961,813 12,820,921 2,893,714 0 3 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 18, 2012 CEL-SCI CORPORATION By: /s/ Geert Kersten -------------------------------------- Geert Kersten, Chief Executive Officer 4