0001004878-13-000235.txt : 20130726 0001004878-13-000235.hdr.sgml : 20130726 20130726140015 ACCESSION NUMBER: 0001004878-13-000235 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130725 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130726 DATE AS OF CHANGE: 20130726 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: 13988981 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 form8kitem507july-13.txt 8-K RE ANNUAL MEETING 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): July 25, 2013 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 June 25, 2013. At the annual meeting, all nominees to the board of directors were elected and all proposals submitted to CEL-SCI's shareholders, with the exception of the proposal to adopt CEL-SCI's 2013 Non-Qualified Plan, were adopted. 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 Non-Qualified Plan, did not receive the required number of votes at the June 25, 2013 meeting. Consequently, 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. At the annual 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 therefore were required to 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 voted on the adoption of the 2013 Non-Qualified Plan at the annual meeting, a significant percentage of these shares 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, required the approval of a majority of votes cast with respect to this matter. The following is a tabulation of votes cast with respect to addition of the plan: Votes ------------------------------------------ Broker For Against Abstain Non-Votes --- ------- ------- --------- 65,732,395 26,771,876 1,798,775 156,134,667 The 2013 Non-Qualified Plan was ratified by the shareholders at the reconvened meeting. 2 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: July 26, 2013 CEL-SCI CORPORATION By: /s/ Geert R. Kersten ----------------------------- Geert Kersten, Chief Executive Officer