DEF 14A 1 proxystmt6-16.txt DEFIN PROXY ANNUAL MEETING 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 ------------------------------ (Name of Registrant as Specified In Its Charter) William T. Hart - Attorney for Registrant -------------------------------------------------- (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: ---------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: ---------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: ---------------------------------------------------------------- CEL-SCI CORPORATION 8229 Boone Blvd. Suite 802 Vienna, Virginia 22l82 (703) 506-9460 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JULY 22, 2016 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 July 22, 2016 at 10:00 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 2016 Incentive Stock Option Plan which provides that up to 1,500,000 shares of common stock may be issued upon the exercise of options granted pursuant to the Incentive Stock Option Plan; (3) to approve the adoption of CEL-SCI's 2016 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; (4) to approve the adoption of CEL-SCI's 2016 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; (5) to ratify the appointment of BDO USA, LLP as CEL-SCI's independent registered public accounting firm for the fiscal year ending September 30, 2016; to transact such other business as may properly come before the meeting or any adjournments or postponements thereof. May 20, 2016 is the record date for the determination of shareholders entitled to notice of and to vote at such meeting. Shareholders are entitled to one vote for each share held. As of May 20, 2016 there were 134,955,476 outstanding shares of CEL-SCI's common stock. CEL-SCI CORPORATION June 9, 2016 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 July 22, 2016. This Proxy Statement and our Form 10-K are 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 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 8229 Boone Blvd. Suite 802 Vienna, Virginia 22l82 (703) 506-9460 PROXY STATEMENT The accompanying proxy is solicited by CEL-SCI's directors for voting at the annual meeting of shareholders to be held on July 22, 2016, and at any and all adjournments of such meeting. If the proxy is executed and returned, it will be voted at the meeting in accordance with any instructions, and if no specification is made, the proxy will be voted for the proposals set forth in the accompanying notice of the annual meeting of shareholders. Shareholders who execute proxies may revoke them at any time before they are voted, either by writing to CEL-SCI at the address shown above or in person at the time of the meeting. Additionally, any later dated proxy will revoke a previous proxy from the same shareholder. This proxy statement was posted on the CEL-SCI's website on or about June 9, 2016. There is one class of capital stock outstanding. Provided a quorum consisting of one-third of the shares entitled to vote is present at the meeting, the affirmative vote of a majority of the shares of common stock voting in person or represented by proxy is required to elect directors. Cumulative voting in the election of directors is not permitted. The other proposals to come before the meeting will be adopted if votes cast in favor of the proposal exceed the votes cast against the proposal. Shares of CEL-SCI's common stock represented by properly executed proxies that reflect abstentions or "broker non-votes" will be counted as present for purposes of determining the presence of a quorum at the annual meeting. "Broker non-votes" represent shares held by brokerage firms in "street-name" with respect to which the broker has not received instructions from the customer or otherwise does not have discretionary voting authority. Abstentions and broker non-votes will not be counted as having voted against the proposals to be considered at the meeting. PRINCIPAL SHAREHOLDERS The following table lists, as of May 20, 2016, information with respect to the persons owning beneficially 5% or more of CEL-SCI's outstanding common stock and the number and percentage of outstanding shares owned by each director and officer of CEL-SCI and by the officers and directors as a group. Unless otherwise indicated, each owner has sole voting and investment powers over his shares of common stock. 2 Name and Address Number of Shares (1) Percent of Class ---------------- -------------------- ---------------- Maximilian de Clara 834,282 * Bergstrasse 79 6078 Lungern, Obwalden, Switzerland Geert R. Kersten 19,205,017 (2) 13.5 8229 Boone Blvd., Suite 802 Vienna, VA 22182 Patricia B. Prichep 3,790,848 2.8 8229 Boone Blvd., Suite 802 Vienna, VA 22182 Eyal Talor, Ph.D. 3,653,948 2.7 8229 Boone Blvd., Suite 802 Vienna, VA 22182 Daniel H. Zimmerman, Ph.D. 467,186 * 8229 Boone Blvd., Suite 802 Vienna, VA 22182 John Cipriano 1,752,218 1.3 8229 Boone Blvd., Suite 802 Vienna, VA 22182 Alexander G. Esterhazy 448,049 * 20 Chemin du Pre-Poiset CH- 1253 Vandoeuvres Geneve, Switzerland Peter R. Young, Ph.D. 464,110 * 208 Hewitt Drive, Suite 103-143 Waco, TX 76712 Bruno Baillavoine 41,667 * 8229 Boone Blvd., Suite 802 Vienna, VA 22182 All Officers and Directors 30,657,325 21.1% as a Group (9 persons) MMCAP International Inc. SPC 8,691,019 5.99% (5) * Less than 1% of shares. (1) Includes shares issuable prior to August 31, 2016 upon the exercise of options or warrants granted to the following persons: 3 Options or Warrants Exercisable Name Prior to August 31, 2016 ---- ------------------------ Maximilian de Clara 809,159 Geert R. Kersten, Esq. 7,340,811(3) Patricia B. Prichep 523,417 Eyal Talor, Ph.D. 443,459 Daniel Zimmerman, Ph.D. 357,068 John Cipriano 137,600 Alexander G. Esterhazy 424,733 Peter R. Young, Ph.D. 434,334(4) Bruno Baillavoine 41,667 (2) Amount includes shares held in trust for the benefit of Mr. Kersten's children and securities held in a separate trust, for which Mr. Kersten is the trustee and a beneficiary. (3) Amount includes shares issuable upon the exercise of Series S warrants which were purchased in the open market, and shares issuable upon the exercise of Series N and Series Y warrants held in the trust. (4) Amount includes shares issuable upon the exercise of Series S warrants which were purchased in the open market. (5) On February 16, 2016, MMCAP International Inc. SPC ("MMCAP") filed an Amendment No. 1 to Schedule 13G with the SEC reporting beneficial ownership of 1,486,464 shares of Common Stock, 1,687,881 Series S warrants, 2,531,600 Series V warrants and 2,985,074 Series W warrants as of December 31, 2015 with sole voting power and sole dispositive power over such shares. The address of MMCAP is P. O. Box 32021 SMB, Admiral Financial Centre, 90 Fort Street, Grand Cayman, Cayman Islands KY1-1208. OFFICERS AND DIRECTORS Information concerning CEL-SCI's officers and directors follows: Name Age Position Committees ---- --- -------- ---------- Maximilian de Clara 87 Director and President Geert R. Kersten, Esq. 57 Director, Chief Executive Officer and Treasurer Patricia B. Prichep 65 Senior Vice President of Operations and Corporate Secretary Eyal Talor, Ph.D. 60 Chief Scientific Officer Daniel H. Zimmerman, Ph.D. 75 Senior Vice President of Research, Cellular Immunology John Cipriano 74 Senior Vice President of Regulatory Affairs 4 Name Age Position Committees ---- --- -------- ---------- Alexander G. Esterhazy 75 Director, Independent Audit, Compensation, and Nominating Peter R. Young, Ph.D. (1) 71 Director, Independent Audit, Compensation, and Nominating Bruno Baillavoine 64 Director, Independent Audit, Compensation, and Nominating (1) Dr. Young is the chairman of the Audit, Compensation and Nominating committees. The directors of CEL-SCI serve in such capacity until the next annual meeting of CEL-SCI's shareholders and until their successors have been duly elected and qualified. The officers of CEL-SCI serve at the discretion of CEL-SCI's directors. CEL-SCI's officers devote substantially all of their time to CEL-SCI's business. Mr. Maximilian de Clara, by virtue of his position as an officer and director of CEL-SCI, may be deemed to be the "parent" and "founder" of CEL-SCI as those terms are defined under applicable rules and regulations of the SEC. Maximilian de Clara has been a Director of CEL-SCI since its inception in March l983, and has been President of CEL-SCI since July l983. Prior to his affiliation with CEL-SCI, and since at least l978, Mr. de Clara was involved in the management of his personal investments and personally funding research in the fields of biotechnology and biomedicine. Mr. de Clara attended the medical school of the University of Munich from l949 to l955, but left before he received a medical degree. During the summers of l954 and l955, he worked as a research assistant at the University of Istanbul in the field of cancer research. For his efforts and dedication to research and development in the fight against cancer and AIDS, Mr. de Clara was awarded the "Pour le Merit" honorary medal of the Austrian Military Order "Merito Navale" as well as the honor cross of the Austrian Albert Schweitzer Society. Based on Mr. de Clara's background and more than 30 years of experience serving as the President of CEL-SCI, CEL-SCI believes that he has the expertise necessary to continue to serve on CEL-SCI's board of directors. Geert Kersten has served in his current leadership role at CEL-SCI since 1995. Mr. Kersten has been with CEL-SCI from the early days of its inception since 1987. He has been involved in the pioneering field of cancer immunotherapy for over two decades and has successfully steered CEL-SCI through many challenging cycles in the biotechnology industry. Mr. Kersten also provides CEL-SCI with significant expertise in the fields of finance and law and has a unique vision of how CEL-SCI's Multikine product could potentially change the way cancer is treated. Prior to CEL-SCI, Mr. Kersten worked at the law firm of Finley & Kumble and worked at Source Capital, an investment banking firm located in McLean, VA. He is a native of Germany, graduated from Millfield School in England, and completed his studies in the US. Mr. Kersten received his Undergraduate Degree in Accounting and an M.B.A. from George Washington University, and a law degree (J.D.) from American University in Washington, DC. Mr. Kersten's experience overseeing the financing and research and development of CEL-SCI for over 25 years qualifies him to continue to serve on CEL-SCI's board of directors. Mr. Kersten is also the inventor of a patent on the potential use of Multikine in managing cholesterol. 5 Patricia B. Prichep joined CEL-SCI in 1992 and has been CEL-SCI's Senior Vice President of Operations since March 1994. Between December 1992 and March 1994, Ms. Prichep was CEL-SCI's Director of Operations. Ms. Prichep became CEL-SCI's Corporate Secretary in May 2000. She is responsible for all day-to-day operations of CEL-SCI, including human resources and is the liaison with CEL-SCI's independent registered public accounting firm for financial reporting. From June 1990 to December 1992, Ms. Prichep was the Manager of Quality and Productivity for the NASD's Management, Systems and Support Department. She was responsible for the internal auditing and work flow analysis of operations. Between 1982 and 1990, Ms. Prichep was Vice President and Operations Manager for Source Capital, Ltd. She handled all operations and compliance for Source Capital and was licensed as a securities broker. Ms. Prichep received her B.A. from the University of Bridgeport in Connecticut. Eyal Talor, Ph.D. joined CEL-SCI in October 1993. In October 2009, Dr. Talor was promoted to Chief Scientific Officer. Between this promotion and March of 1994 he was the Senior Vice President of Research and Manufacturing. He is a clinical immunologist with over 19 years of hands-on management of clinical research and drug development for immunotherapy application (pre-clinical to Phase III), in the biopharmaceutical industry. His expertise includes; biopharmaceutical R&D and Biologics product development, GMP (Good Manufacturing Practices) manufacture, Quality Control testing, and the design and building of GMP manufacturing and testing facilities. He served as Director of Clinical Laboratories (certified by the State of Maryland) and has experience in the design of clinical trials (Phase I - III) and GCP (Good Clinical Practices) requirements. He also has broad experience in the different aspects of biological assay development, analytical methods validation, raw material specifications, and QC (Quality Control) tests development under FDA/GMP, USP, and ICH guidelines. He has extensive experience in the preparation of documentation for IND and other regulatory submissions. His scientific area of expertise encompasses immune response assessment. He is the author of over 25 publications and has published a number of reviews on immune regulations in relation to clinical immunology. Before coming to CEL-SCI, he was Director of R&D and Clinical Development at CBL, Inc., Principal Scientist - Project Director, and Clinical Laboratory Director at SRA Technologies, Inc. Prior to that he was a full time faculty member at The Johns Hopkins University, Medical Intuitions; School of Public Health. He has invented technologies which are covered by two US patents; one on Multikine's composition of matter and method of use in cancer, and one on a platform Peptide technology (`Adapt') for the treatment of autoimmune diseases, asthma, allergy, and transplantation rejection. He also is responsible for numerous product and process inventions as well as a number of pending US and PCT patent applications. He received his Ph.D. in Microbiology and Immunology from the University of Ottawa, Ottawa, Ontario, Canada, and had post-doctoral training in clinical and cellular immunology at The Johns Hopkins University, Baltimore, Maryland, USA. He holds an Adjunct Associate teaching position at the Johns Hopkins University Medical Institutions. Daniel H. Zimmerman, Ph.D. was CEL-SCI's Senior Vice President of Cellular Immunology between 1996 and December 2008 and again since November 2009. He joined CEL-SCI in January 1996 as the Vice President of Research, Cellular Immunology. Dr. Zimmerman founded CELL-MED, Inc. and was its president from 1987-1995. From 1973-1987, Dr. Zimmerman served in various positions at Electronucleonics, Inc. His positions included: Scientist, Senior Scientist, Technical Director and Program Manager. Dr Zimmerman held various teaching positions at Montgomery College between 1987 and 1995. Dr. Zimmerman has invented technologies which are covered by over a dozen US patents as well as 6 many foreign equivalent patents. He is the author of over 40 scientific publications in the area of immunology and infectious diseases. He has been awarded numerous grants from NIH and DOD. From 1969-1973, Dr. Zimmerman was a Senior Staff Fellow at NIH. For the following 25 years, he continued on at NIH as a guest worker. Dr. Zimmerman received a Ph.D. in Biochemistry in 1969, and a Masters in Zoology in 1966 from the University of Florida as well as a B.S. in Biology from Emory and Henry College in 1963. John Cipriano was CEL-SCI's Senior Vice President of Regulatory Affairs between March 2004 and December 2008 and again since October 2009. Mr. Cipriano brings to CEL-SCI over 30 years of experience with both biotech and pharmaceutical companies. In addition, he held positions at the United States Food and Drug Administration (FDA) as Deputy Director, Division of Biologics Investigational New Drugs, Office of Biologics Research and Review and was the Deputy Director, IND Branch, Division of Biologics Evaluation, Office of Biologics. Mr. Cipriano completed his B.S. in Pharmacy from the Massachusetts College of Pharmacy in Boston, Massachusetts and his M.S. in Pharmaceutical Chemistry from Purdue University in West Lafayette, Indiana. Alexander G. Esterhazy has been a Director of CEL-SCI since December 1999 and has been an independent financial advisor since November 1997. Between July 1991 and October 1997, Mr. Esterhazy was a senior partner of Corpofina S.A. Geneva, a firm engaged in mergers, acquisitions and portfolio management. Between January 1988 and July 1991, Mr. Esterhazy was a managing director of DG Bank in Switzerland. During this period Mr. Esterhazy was in charge of the Geneva, Switzerland branch of the DG Bank, founded and served as Vice President of DG Finance (Paris) and was the President and Chief Executive Officer of DG-Bourse, a securities brokerage firm. Mr. Esterhazy brings extensive financial expertise that is valuable to CEL-SCI. His knowledge and experience with respect to finance matters gives him the necessary qualifications to continue to serve on CEL-SCI's board of directors, audit committee, nominating committee and compensation committee. Peter R. Young, Ph.D. has been a Director of CEL-SCI since August 2002. Dr. Young has been a senior executive within the pharmaceutical industry in the United States and Canada for most of his career, originally in organizations that are now part of Sanofi S.A. Over the last 20 years he has primarily held positions of Chief Executive Officer or Chief Financial Officer and has extensive experience with acquisitions and equity financing. Since November 2001, Dr. Young has been the President of Agnus Dei, LLC, which has acted as a partner in an organization managing immune system clinics which treated patients with diseases such as cancer, multiple sclerosis and hepatitis. Dr. Young was also the President and Chief Executive Officer of SRL Technology, Inc., a company involved in the development of pharmaceutical drug delivery systems. Between 1998 and 2001, Dr. Young was the Chief Financial Officer of Adams Laboratories, Inc, the developer of Mucinex(R). Dr. Young received his Ph.D. in Organic Chemistry from the University of Bristol, England after obtaining his Bachelor's degree in Honors Chemistry, Mathematics and Economics. Subsequently, he qualified as a Fellow of the Chartered Institute of Management Accountants. CEL-SCI believes Dr. Young's extensive knowledge of the life sciences industry, coupled with his business acumen and financial expertise, gives him the qualifications and skills to serve as a director, the chair of the audit committee, the chair of the nominating committee and a member of CEL-SCI's compensation committee. Bruno Baillavoine has been a Director of CEL-SCI since June 2015. Since 2010, Mr. Baillavoine has been a partner of Globomass Holdings Limited, a London, England based developer of renewable energy projects from concept through final operations. Since 2012 Mr. Baillavoine has been the Executive 7 Chairman of Globomass Holdings. Globomass Holdings has subsidiaries in Ireland, Bulgaria, Croatia, Serbia, and has recently acquired a 20% stake in a US based renewable energy company. Between 1978 and 1982 he was the marketing manager of Ravenhead Ltd., a manufacturer of glass tableware, and part of United Distillers Group (later acquired by Grand Metropolitan). During this time Mr. Baillavoine became the UK Business Manager where he restored market share and profit for United Distillers. From 1982 to 1986 Mr. Baillavoine was Group Corporate Planning and Group Marketing Director for Prontaprint where he expanded the number of shops to 500 locations in four years. Mr. Baillavoine joined Grand Metropolitan Plc between 1986-1988 (now Diageo Plc), an FTSE 100 beverage, food, hotel and leisure company, as director in the Special Operations division. In this capacity, he developed plans for Grand Met's trouble-shooting division for over 20,000 Grand Met retail outlets. From 1988-1991 he was the Managing Director of Nutri Systems (UK) Ltd., a subsidiary of the US based provider of professionally supervised weight loss programs. Between 1991 and 1995, Mr. Baillavoine was Director of BET Group plc, a multinational business support services group, and in 1992, was promoted to the Managing Director for the manufacturing businesses. The (pound)2.3 billion turnaround of BET during his tenure is one of the most successful turnarounds of a top 100 FTSE company. Since 1995, Mr. Baillavoine has held a number of CEO positions across a wide range of industries and geographical locations. Mr. Baillavoine has European and American educations (US high school and University of Wisconsin Eau Claire 1972-1976). CEL-SCI believes Mr. Ballavoine is qualified to act as a director due to his extensive business experience and success in the turnaround and growth of global businesses. CEL-SCI's nominating committee, consisting of Mr. Esterhazy, Mr. Baillavoine and Dr. Young, has nominated Maximum de Clara, Geert R. Kersten, Alexander G. Esterhazy, Peter R. Young and Bruno Baillavoine to stand for election as directors at the annual meeting. Unless the proxy contains contrary instructions, it is intended that the proxies will be voted for the election of the nominees to the board of directors. In case any nominee shall be unable or shall fail to act as a director by virtue of an unexpected occurrence, the proxies may be voted for such other person or persons as shall be determined by the persons acting under the proxies in their discretion. All nominees to the board of directors have consented to stand for election. CEL-SCI does not have any policy regarding the consideration of director candidates recommended by shareholders since a shareholder has never recommended a nominee to the Board of Directors and under Colorado law, any shareholder can nominate a person for election as a director at the annual shareholders' meeting. However, CEL-SCI's nominating committee will consider candidates recommended by shareholders. To submit a candidate for the Board of Directors the shareholder should send the name, address and telephone number of the candidate, together with any relevant background or biographical information, to Dr. Peter Young at the address shown on the cover page of this proxy statement. CEL-SCI's nominating committee has not established any specific qualifications or skills a nominee must meet to serve as a director. Although CEL-SCI does not have any process for identifying and evaluating director nominees, CEL-SCI does not believe there would be any differences in the manner in which CEL-SCI evaluates nominees submitted by shareholders as opposed to nominees submitted by any other person. All nominees to the board of directors, with the exception of Mr. Baillavoine, have served as directors for a significant period of time. Consequently, their long-standing experience with CEL-SCI benefits both CEL-SCI and its shareholders. 8 CEL-SCI's Board of Directors does not have a "leadership structure", as such, since each director is entitled to introduce resolutions to be considered by the Board and each director is entitled to one vote on any resolution considered by the Board. CEL-SCI's Chief Executive Officer is not the Chairman of CEL-SCI's Board of Directors. CEL-SCI's Board of Directors has the ultimate responsibility to evaluate and respond to risks facing CEL-SCI. CEL-SCI's Board of Directors fulfills its obligations in this regard by meeting on a regular basis and communicating, when necessary, with CEL-SCI's officers. Alexander G. Esterhazy, Peter R. Young and Bruno Baillavoine are independent as that term is defined in section 803 of the listing standards of the NYSE MKT. CEL-SCI's Board of Directors met four times during the fiscal year ended September 30, 2015. All of the Directors attended these meetings, either in person or by telephone conference call, with the exception of Mr. Baillavoine who was in attendance for three of these meetings as he did not join the board of directors until June 22, 2015. In addition, the Board of Directors had a number of informal telephonic meetings during the course of the year. CEL-SCI has adopted a Code of Ethics which is applicable to CEL-SCI'S principal executive, financial, and accounting officers and persons performing similar functions. The Code of Ethics is available on CEL-SCI's website, located at www.cel-sci.com. If a violation of this code of ethics act is discovered or suspected, the Senior Officer must (anonymously, if desired) send a detailed note, with relevant documents, to CEL-SCI's Audit Committee, c/o Dr. Peter Young, 208 Hewitt Drive, Suite 103-143, Waco, TX 76712. CEL-SCI does not have a policy with regard to Board member's attendance at annual meetings. All Board members, with the exception of Maximilian de Clara and Alexander Esterhazy, attended the last annual shareholder's meeting held on June 22, 2015. Holders of CEL-SCI's common stock can send written communications to CEL-SCI's entire Board of Directors, or to one or more Board members, by addressing the communication to "the Board of Directors" or to one or more directors, specifying the director or directors by name, and sending the communication to CEL-SCI's offices in Vienna, Virginia. Communications addressed to the Board of Directors as whole will be delivered to each Board member. Communications addressed to a specific director (or directors) will be delivered to the director (or directors) specified. Security holder communications sent to specified Board members or not sent to the Board of Directors as a whole are not relayed to Board members. Executive Compensation Compensation Discussion and Analysis This Compensation Discussion and Analysis (CD&A) outlines CEL-SCI's compensation philosophy, objectives and process for its executive officers. This CD&A includes information on how compensation decisions are made, the overall objectives of CEL-SCI's compensation program, a description of the various components of compensation that are provided, and additional information 9 pertinent to understanding CEL-SCI's executive officer compensation program. The Compensation Committee determines the compensation of CEL-SCI's Chief Executive Officer and President and delegates to the Chief Executive Officer the responsibility to determine the base salaries of all other officers, other than himself, under the constraints of an overall limitation on the total amount of compensation to be paid to them. Compensation Philosophy CEL-SCI's compensation philosophy extends to all employees, including executive officers, and is designed to align employee and shareholder interests. The philosophy's objective is to pay fairly based upon the employee's position, experience and individual performance. Employees may be rewarded through additional compensation when CEL-SCI meets or exceeds targeted business objectives. Generally, under CEL-SCI's compensation philosophy, as an employee's level of responsibility increases, a greater portion of his or her total potential compensation becomes contingent upon annual performance. A substantial portion of an executive's compensation incorporates performance criteria that support and reward achievement of CEL-SCI's long term business goals. The fundamental principles of CEL-SCI's compensation philosophy are described below: o Market-driven. Compensation programs are structured to be competitive both in their design and in the total compensation that they offer. o Performance-based. Certain officers have some portion of their incentive compensation linked to CEL-SCI's performance. The application of performance measures as well as the form of the reward may vary depending on the employee's position and responsibilities. Based on a review of its compensation programs, CEL-SCI does not believe that such programs encourage any of its employees to take risks that would be likely to have a material adverse effect on CEL-SCI. CEL-SCI reached this conclusion based on the following: o The salaries paid to employees are consistent with the employees' duties and responsibilities. o Employees who have high impact relative to the expectations of their job duties and functions are rewarded. o CEL-SCI retains employees who have skills critical to its long term success. Review of Executive Officer Compensation CEL-SCI's current policy is that the various elements of the compensation package are not interrelated in that gains or losses from past equity incentives are not factored into the determination of other compensation. For instance, if options that are granted in a previous year have an exercise price which is below the market price of CEL-SCI's common stock, the Committee does not take that circumstance into consideration in determining the amount of the options or restricted stock to be granted the next year. Similarly, if the options or 10 restricted shares granted in a previous year become extremely valuable, the Committee does not take that into consideration in determining the options or restricted stock to be awarded for the next year. CEL-SCI does not have a policy with regard to the adjustment or recovery of awards or payments if relevant performance measures upon which they are based are restated or otherwise adjusted in a manner that would reduce the size of an award or payment. Components of Compensation - Executive Officers CEL-SCI's executive officers are compensated through the following three components: o Base Salary o Long-Term Incentives ("LTIs") (stock options and/or grants of stock) o Benefits These components provide a balanced mix of base compensation and compensation that is contingent upon each executive officer's individual performance. A goal of the compensation program is to provide executive officers with a reasonable level of security through base salary and benefits. CEL-SCI wants to ensure that the compensation programs are appropriately designed to encourage executive officer retention and motivation to create shareholder value. The Compensation Committee believes that CEL-SCI's stockholders are best served when CEL-SCI can attract and retain talented executives by providing compensation packages that are competitive but fair. In past years, base salaries, benefits and incentive compensation opportunities were generally targeted near the median of general survey market data derived from indices covering similar biotech/pharmaceutical companies. The companies included Advaxis, Inc., Amicus Therapeutics, Inc., Celsion Corp., CytRx Corporation, GERON Corp, Idera Pharmaceuticals, Inc., Northwest Biotherapeutics, Inc., Oragenics, Inc., StemCells, Inc., Taxus Cardium Pharmaceuticals Group Inc., TG Therapeutics, Inc., Venaxis, Inc., Arrowhead Research Corp, CorMedix Inc., Fibrocell Science, Inc., Hemispherx Biopharma, Inc., Opexa Therapeutics, Inc., OXiGENE, Inc., Catalyst Bioscience, Inc. (formerly Targacept, Inc)., Tenax Therapeutics, Inc., Trovagene, Inc. and ZIOPHARM Oncology, Inc. Base Salaries Base salaries generally have been targeted to be competitive when compared to the salary levels of persons holding similar positions in other pharmaceutical companies and other publicly traded companies of comparable size. Each executive officer's respective responsibilities, experience, expertise and individual performance are considered. A further consideration in establishing compensation for the senior employees is their long term history with CEL-SCI. Taken into consideration are factors that have helped CEL-SCI survive in times when it was financially weak, such as: willingness to accept salary cuts, willingness not to be paid at all for extended time periods, and in general an attitude that helped CEL-SCI survive during financially difficult times. 11 Long-Term Incentives Stock grants and option grants help to align the interests of CEL-SCI's employees with those of its shareholders. Options and stock grants are made under CEL-SCI's Stock Option, Incentive Stock Bonus, Stock Bonus and Stock Compensation Plans. Options are granted with exercise prices equal to the closing price of CEL-SCI's common stock on the day immediately preceding the date of grant, with pro rata vesting at the end of each of the following three years. CEL-SCI believes that grants of equity-based compensation: o Enhance the link between the creation of shareholder value and long-term executive incentive compensation; o Provide focus, motivation and retention incentive; and o Provide competitive levels of total compensation. CEL-SCI's management believes that the pricing for biotechnology stocks is highly inefficient until the time of product sales. As such, any long term compensation tied to progress as measured by share price is not as efficient as it should be. The plan approved by the shareholders in July 2014, which covers senior and mid-level employees, seeks to address this issue by rewarding employees for meeting major operational milestones and significantly improved share prices. Benefits In addition to cash and equity compensation programs, executive officers participate in the health and welfare benefit programs available to other employees. In a few limited circumstances, CEL-SCI provides other benefits to certain executive officers, such as car allowances. All executive officers are eligible to participate in CEL-SCI's 401(k) plan on the same basis as its other employees. CEL-SCI matches 100% of each employee's contribution up to 6% of his or her salary. The following table sets forth in summary form the compensation received by (i) the Chief Executive and Financial Officer of CEL-SCI and (ii) by each other executive officer of CEL-SCI who received in excess of $100,000 during the three fiscal years ended September 30, 2015. All Other Restricted Option Compen- Name and Fiscal Salary Bonus Stock Awards Awards sation Principal Position Year (1) (2) (3) (4) (5) Total ------------------ ---- --- --- --- --- --- ----- $ $ $ $ $ $ Maximilian de Clara, 2015 332,750 -- -- 69,190 40,000 441,940 President 2014 393,250 -- -- 298,648 73,183 765,081 2013 332,750 -- -- 306,863 40,000 679,613 12 Geert R. Kersten, 2015 514,083 -- 16,050 -- 54,981 585,114 Chief Executive 2014 584,621 -- 3,236,526 82,917 57,581 3,961,645 Officer and Treasurer 2013 439,093 -- 15,225 1,516,692 53,514 2,024,524 Patricia B. Prichep, 2015 235,702 -- 14,128 -- 6,906 256,736 Senior Vice President 2014 247,852 -- 1,735,938 55,278 6,531 2,045,599 of Operations and 2013 202,253 -- 13,941 485,634 5,531 707,359 Secretary Eyal Talor, Ph.D., 2015 290,983 -- 9,600 -- 6,031 306,613 Chief Scientific Officer 2014 283,283 -- 1,731,290 55,278 6,031 2,075,882 2013 272,388 -- 9,600 460,255 6,031 748,274 Daniel Zimmerman, Ph.D., 2015 219,026 -- 13,148 52,003 6,031 290,209 Senior Vice President of 2014 213,231 -- 13,274 227,319 6,031 459,855 Research, Cellular 2013 205,030 -- 12,989 87,911 6,031 311,961 Immunology John Cipriano, 2015 202,718 -- -- -- 31 202,749 Senior Vice President of 2014 197,354 -- 888,614 41,549 31 1,127,458 Regulatory Affairs 2013 189,763 -- -- 47,968 31 237,762 (1) The dollar value of base salary (cash and non-cash) earned. The officers of the Company received stock in lieu of salary increases in FY 2015. (2) The dollar value of bonus (cash and non-cash) earned. (3) The fair value of the shares of restricted stock issued during the periods covered by the table is shown as compensation for services to the persons listed in the table. For all persons listed in the table, the shares were issued as CEL-SCI's contribution on behalf of the named officer who participates in CEL-SCI's 401(k) retirement plan and, by far the largest part, restricted shares issued from the 2014 Incentive Stock Bonus Plan that was voted on and passed by the shareholders at the annual meeting on July 22, 2014. These shares are not vested and are held in escrow. The shares will only be earned upon the achievement of certain milestones leading to the commercialization of CEL-SCI's Multikine technology, or specified increases in the market price of CEL-SCI's stock. If the performance or market criteria are not met as specified in the Incentive Stock Bonus Plan, all or a portion of the awarded shares will be forfeited. The value of all stock awarded during the periods covered by the table is calculated according to ASC 718-10-30-3 which represented the grant date fair value. (4) The fair value of all stock options granted during the periods covered by the table are calculated on the grant date in accordance with ASC 718-10-30-3 which represented the grant date fair value. (5) All other compensation received that CEL-SCI could not properly report in any other column of the table including the dollar value of any insurance premiums paid by, or on behalf of, CEL-SCI with respect to term life insurance for the benefit of the named executive officer and car allowances paid by CEL-SCI. Includes board of directors fees for Mr. de Clara and Mr. Kersten. 13 Employee Pension, Profit Sharing or Other Retirement Plans CEL-SCI has a defined contribution retirement plan, qualifying under Section 401(k) of the Internal Revenue Code and covering substantially all CEL-SCI's employees. CEL-SCI's contribution to the plan is made in shares of CEL-SCI's common stock. Each participant's contribution is matched by CEL-SCI with shares of common stock on the first 6% of the participant's compensation. Amounts deferred over 6.0% are not matched. CEL-SCI's contribution of common stock is valued each quarter based upon the closing price of its common stock. The fiscal 2015 expenses for this plan were $165,646. Other than the 401(k) Plan, CEL-SCI does not have a defined benefit, pension plan, profit sharing or other retirement plan. Compensation of Directors During Year Ended September 30, 2015 Stock Option Name Paid in Cash Awards (1) Awards (2) Total ---- ------------ ---------- ---------- ----- Maximilian de Clara $40,000 - $69,190 $109,190 Geert Kersten $40,000 - - $40,000 Alexander Esterhazy $45,000 - $69,190 $114,190 Peter R. Young $50,000 - $69,190 $119,190 Bruno Baillavoine (3) $11,250 - $69,190 $80,440 (1) The fair value of stock issued for services. (2) The fair value of options granted computed in accordance with ASC 718-10-30-3 on the date of grant which represents their grant date fair value. (3) Mr. Baillavoine joined the Board of Directors in June 2015. Mr. Baillavoine is the successor to Dr. C. Richard Kinsolving, who passed away in December 2014. Dr. Kinsolving served as a director since February 1999. Directors' fees paid to Maximilian de Clara and Geert Kersten are also included in the Executive Compensation table. Employment Contracts -------------------- Maximilian de Clara In April 2005, CEL-SCI entered into a three-year employment agreement with Maximilian de Clara, CEL-SCI's President. The employment agreement provided that CEL-SCI would pay Mr. de Clara an annual salary of $363,000 during the term of the agreement. On September 8, 2006 Mr. de Clara's employment agreement was amended and extended to April 30, 2010. The terms of the amendment to Mr. de Clara's employment agreement are referenced in a report on Form 8-K filed with the Securities and Exchange Commission on September 8, 2006. On August 30, 2010, Mr. de Clara's employment agreement, as amended on September 8, 2006, was extended to August 30, 2013. On August 30, 2013, Mr. de Clara's employment agreement, as amended on September 8, 2006, was extended again to August 30, 2016. In the event that there is a material reduction in Mr. de Clara's authority, duties or activities, or in the event there is a change in the 14 control of CEL-SCI, the agreement allows Mr. de Clara to resign from his position at CEL-SCI and receive a lump-sum payment from CEL-SCI equal to 18 months of salary ($544,500) and the unvested portion of any stock options would vest immediately ($218,323). For purposes of the employment agreement, a change in the control of CEL-SCI means the sale of more than 50% of the outstanding shares of CEL-SCI's common stock, or a change in a majority of CEL-SCI's directors. The employment agreement will also terminate upon the death of Mr. de Clara, Mr. de Clara's physical or mental disability, the conviction of Mr. de Clara for any crime involving fraud, moral turpitude, or CEL-SCI's property, or a breach of the employment agreement by Mr. de Clara. If the employment agreement is terminated for any of these reasons, Mr. de Clara, or his legal representatives, as the case may be, will be paid the salary provided by the employment agreement through the date of termination. Geert Kersten In September 1, 2003, CEL-SCI entered into a three-year employment agreement with Mr. Kersten. On September 1, 2006, Mr. Kersten's employment agreement was extended to September 1, 2011. On September 1, 2011, CEL-SCI extended its employment agreement with Mr. Kersten to August 31, 2016. Mr. Kersten's annual salary for fiscal year 2015 was $542,769. Mr. Kersten will receive at least the same salary increases each year as do other senior executives of CEL-SCI. Increases beyond those, if any, shall be made at the sole discretion of CEL-SCI's directors. During the employment term, Mr. Kersten will be entitled to receive any other benefits which are provided to CEL-SCI's executive officers or other full time employees in accordance with CEL-SCI's policies and practices and subject to Mr. Kersten's satisfaction of any applicable condition of eligibility. If Mr. Kersten resigns within ninety (90) days of the occurrence of any of the following events: (i) a reduction in Mr. Kersten's salary (ii) a relocation (or demand for relocation) of Mr. Kersten's place of employment to a location more than thirty-five (35) miles from his current place of employment, (iii) a significant and material reduction in Mr. Kersten's authority, job duties or level of responsibility or the imposition of significant and material limitations on the Mr. Kersten's autonomy in his position, or (iv) a Change in Control, then the employment agreement will be terminated and Mr. Kersten will be entitled to receive a lump-sum payment from CEL-SCI equal to 24 months of salary ($1,085,538) and the unvested portion of any stock options would vest immediately ($833,996). For purposes of the employment agreement a change in control means: (1) the merger of CEL-SCI with another entity if after such merger the shareholders of CEL-SCI do not own at least 50% of voting capital stock of the surviving corporation; (2) the sale of substantially all of the assets of CEL-SCI; (3) the acquisition by any person of more than 50% of CEL-SCI's common stock; or (4) a change in a majority of CEL-SCI's directors which has not been approved by the incumbent directors. The employment agreement will also terminate upon the death of Mr. Kersten, Mr. Kersten's physical or mental disability, willful misconduct, an act of fraud against CEL-SCI, or a breach of the employment agreement by Mr. Kersten. If the employment agreement is terminated for any of the foregoing, Mr. Kersten, or his legal representatives, as the case may be, will be paid the salary provided by the employment agreement through the date of termination, any options or bonus shares of CEL-SCI then held by Mr. Kersten will become fully 15 vested and the expiration date of any options which would expire during the four year period following his termination of employment will be extended to the date which is four years after his termination of employment. On August 30, 2013, CEL-SCI amended certain sections of Mr. Kersten's employment agreement so that it would correspond with similar sections of the employment agreements with Ms. Prichep and Dr. Talor. Patricia B. Prichep / Eyal Talor, Ph.D. On August 30, 2010, CEL-SCI entered into a three-year employment agreement with Patricia B. Prichep, CEL-SCI's Senior Vice President of Operations. On August 30, 2013 the employment agreement with Ms. Prichep was extended to August 30, 2016. Ms. Prichep's annual salary for fiscal year 2015 was $238,644. On August 30, 2010, CEL-SCI also entered into a three-year employment agreement with Eyal Talor, Ph.D., CEL-SCI's Chief Scientific Officer. On August 30, 2013, the employment agreement with Dr. Talor was extended to August 30, 2016. Dr. Talor's annual salary for fiscal year 2015 was $294,614. If Ms. Prichep or Dr. Talor resigns within ninety (90) days of the occurrence of any of the following events: (i) a relocation (or demand for relocation) of the employee's place of employment to a location more than thirty-five (35) miles from the employee's current place of employment, (ii) a significant and material reduction in the employee's authority, job duties or level of responsibility or (iii) the imposition of significant and material limitations on the employee's autonomy in her or his position, the employment agreement will be terminated and the employee will be paid the salary provided by the employment agreement through the date of termination and the unvested portion of any stock options held by the employee will vest immediately. In the event there is a change in the control of CEL-SCI, the employment agreements with Ms. Prichep and Dr. Talor allow Ms. Prichep and/or Dr. Talor (as the case may be) to resign from her or his position at CEL-SCI and receive a lump-sum payment from CEL-SCI equal to 18 months of salary ($357,966 and $441,921 respectively). In addition, the unvested portion of any stock options held by the employee will vest immediately ($222,567 and $222,567 respectively). For purposes of the employment agreements, a change in control means: (1) the merger of CEL-SCI with another entity if after such merger the shareholders of CEL-SCI do not own at least 50% of voting capital stock of the surviving corporation; (2) the sale of substantially all of the assets of CEL-SCI; (3) the acquisition by any person of more than 50% of CEL-SCI's common stock; or (4) a change in a majority of CEL-SCI's directors which has not been approved by the incumbent directors. The employment agreements with Ms. Prichep and Dr. Talor will also terminate upon the death of the employee, the employee's physical or mental disability, willful misconduct, an act of fraud against CEL-SCI, or a breach of the employment agreement by the employee. If the employment agreement is terminated for any of these reasons, the employee, or her or his legal representatives, as the case may be, will be paid the salary provided by the employment agreement through the date of termination. 16 Compensation Committee Interlocks and Insider Participation CEL-SCI has a compensation committee comprised of Mr. Alexander Esterhazy, Mr. Bruno Baillavoine and Dr. Peter Young, all of whom are independent directors. During the year ended September 30, 2015, no director of CEL-SCI was also an executive officer of another entity, which had an executive officer of CEL-SCI serving as a director of such entity or as a member of the compensation committee of such entity. Loan from Officer and Director During the financial crisis in 2009, CEL-SCI's President, and a director, Maximilian de Clara, loaned CEL-SCI $1,104,057 under a note payable. At Mr. de Clara's option, the loan was convertible into shares of CEL-SCI's common stock and was payable upon 10 days notice. In August 2014, the loan was transferred to a Trust, of which CEL-SCI's CEO, Geert Kersten, is the trustee and a beneficiary. Mr. de Clara received the interest payments. Effective July 7, 2015, the Company extended the maturity date of the note to July 6, 2017, lowered the interest rate from 15% to 9% and changed the conversion price from $4.00 to $0.59, the closing stock price on the previous trading day. The Company determined these modifications to be substantive and therefore accounted for the modification as an extinguishment of the pre-modification note and issuance of the post-modification note. The Company recorded an extinguishment loss and a premium on the note payable of $165,943. The premium was credited to additional paid-in capital. In October 2015, the maturity date of the note was extended to July 6, 2018 at the request of the litigation funding firm. On January 13, 2016, the Trust demanded full repayment on the note, in accordance with the provisions of the note agreement. Stock Option, Bonus and Compensation Plans CEL-SCI has Incentive Stock Option, Non-Qualified Stock Option, Stock Bonus, and Stock Compensation Plans, and an Incentive Stock Bonus Plan. All Stock Option, Bonus and Compensation Plans have been approved by the stockholders. A summary description of these Plans follows. In some cases these Plans are collectively referred to as the "Plans". Incentive Stock Option Plans. The Incentive Stock Option Plans authorize the issuance of shares of CEL-SCI's common stock to persons who exercise options granted pursuant to the Plans. Only CEL-SCI's employees may be granted options pursuant to the Incentive Stock Option Plans. Options may not be exercised until one year following the date of grant. Options granted to an employee then owning more than 10% of the common stock of CEL-SCI may not be exercisable by its terms after five years from the date of grant. Any other option granted pursuant to the Plans may not be exercisable by its terms after ten years from the date of grant. The purchase price per share of common stock purchasable under an option is determined by CEL-SCI's Board of Directors but cannot be less than the fair market value of the common stock on the date of the grant of the option (or 110% of the fair market value in the case of a person owning more than 10% of CEL-SCI's outstanding shares). Non-Qualified Stock Option Plans. The Non-Qualified Stock Option Plans authorize the issuance of shares of CEL-SCI's common stock to persons that exercise options granted pursuant to the Plans. CEL-SCI's employees, directors, 17 officers, consultants and advisors are eligible to be granted options pursuant to the Plans, provided however that bona fide services must be rendered by such consultants or advisors and such services must not be in connection with a capital-raising transaction or promoting CEL-SCI's common stock. The option exercise price is determined by CEL-SCI's Board of Directors. Stock Bonus Plans. Under the Stock Bonus Plans, shares of CEL-SCI's common stock may be issued to CEL-SCI's employees, directors, officers, consultants and advisors, provided however that bona fide services must be rendered by consultants or advisors and such services must not be in connection with a capital-raising transaction or promoting CEL-SCI's common stock. Stock Compensation Plans. Under the Stock Compensation Plan, shares of CEL-SCI's common stock may be issued to CEL-SCI's employees, directors, officers, consultants and advisors in payment of salaries, fees and other compensation owed to these persons. However, bona fide services must be rendered by consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction or promoting CEL-SCI's common stock. Incentive Stock Bonus Plan. Under the 2014 Incentive Stock Bonus Plan, shares of CEL-SCI's common stock may be issued to executive officers and other employees who contribute significantly to the success of CEL-SCI, to participate in its future prosperity and growth and aligns their interests with those of the shareholders. The purpose of the Plan is to provide long term incentive for outstanding service to CEL-SCI and its shareholders and to assist in recruiting and retaining people of outstanding ability and initiative in executive and management positions. Other Information Regarding the Plans. The Plans are administered by CEL-SCI's Compensation Committee ("the Committee"), each member of which is a director of CEL-SCI. The members of the Committee were selected by CEL-SCI's Board of Directors and serve for a one-year tenure and until their successors are elected. A member of the Committee may be removed at any time by action of the Board of Directors. Any vacancies which may occur on the Committee will be filled by the Board of Directors. The Committee is vested with the authority to interpret the provisions of the Plans and supervise the administration of the Plans. In addition, the Committee is empowered to select those persons to whom shares or options are to be granted, to determine the number of shares subject to each grant of a stock bonus or an option and to determine when, and upon what conditions, shares or options granted under the Plans will vest or otherwise be subject to forfeiture and cancellation. In the discretion of the Committee, any option granted pursuant to the Plans may include installment exercise terms such that the option becomes fully exercisable in a series of cumulating portions. The Committee may also accelerate the date upon which any option (or any part of any options) is first exercisable. Any shares issued pursuant to the Stock Bonus Plan or Stock Compensation Plan and any options granted pursuant to the Incentive Stock Option Plan or the Non-Qualified Stock Option Plans will be forfeited if the "vesting" schedule established by the Committee administering the Plans at the time of the grant is not met. For this purpose, vesting means the period during which the employee must remain an employee of CEL-SCI or the period of time a non-employee must provide services to CEL-SCI. At the time an employee ceases working for CEL-SCI (or at the time a non-employee ceases to perform services for CEL-SCI), any shares or options not fully vested will be forfeited and cancelled. At the 18 discretion of the Committee, payment for the shares of common stock underlying options may be paid through the delivery of shares of CEL-SCI's common stock having an aggregate fair market value equal to the option price, provided such shares have been owned by the option holder for at least one year prior to such exercise. A combination of cash and shares of common stock may also be permitted at the discretion of the Committee. Options are generally non-transferable except upon death of the option holder. Shares issued pursuant to the Stock Bonus Plans will generally not be transferable until the person receiving the shares satisfies the vesting requirements imposed by the Committee when the shares were issued. The Board of Directors of CEL-SCI may at any time, and from time to time, amend, terminate, or suspend one or more of the Plans in any manner it deems appropriate, provided that such amendment, termination or suspension will not adversely affect rights or obligations with respect to shares or options previously granted. Stock Options The following tables show information concerning the options granted during the fiscal year ended September 30, 2015, to the persons named below: Options Granted ---------------------------------------- Price Grant Options per Expiration Name Date Granted Share Date ---- ---- ------- ----- --------- Maximilian de Clara 6/22/2015 125,000 $0.66 6/21/2025 Daniel Zimmerman 6/25/2015 100,000 $0.62 6/24/2025 Alexander Esterhazy 6/22/2015 125,000 $0.66 6/21/2025 Bruno Baillavoine 6/22/2015 125,000 $0.66 6/21/2025 Peter Young 6/22/2015 125,000 $0.66 6/21/2025 The following tables show information concerning the options cancelled and exercised during the fiscal year ended September 30, 2015, to the persons named below: Options Cancelled ----------------- Weighted Weighted Average Average Remaining Exercise Contractual Name Total Options Price Term (Years) ---- ------------- -------- ------------ None 19 Options Exercised ----------------- Date of Shares Acquired Value Name Exercise On Exercise Realized ---- -------- --------------- -------- None The following lists the outstanding options held by the persons named below: Shares underlying unexercised Option which are: Exercise Expiration ---------------------------------- Name Exercisable Unexercisable Price Date Maximilian de Clara 10,000 5.80 09/12/16 20,000 6.30 09/13/17 20,000 6.20 03/04/18 143,625 (1) 2.50 04/23/19 16,667 (2) 3.80 07/06/19 25,000 3.80 07/20/19 25,000 4.80 07/20/20 25,000 6.90 04/14/21 47,200 3.20 12/01/16 37,500 3.90 05/17/22 40,000 2.80 12/17/22 25,000 2.10 06/30/23 25,000 1.09 02/25/24 100,000 1.10 08/05/24 150,000 1.08 08/25/24 -------- 709,992 Maximilian de Clara 33,333 (2) 3.80 07/06/19 60,000 2.80 12/17/22 12,500 2.10 06/30/23 50,000 1.09 02/25/24 125,000 0.66 06/21/25 --------- 280,833 Geert R. Kersten 20,000 5.80 09/12/16 20,000 6.30 09/13/17 20,000 6.20 03/04/18 183,861 (1) 2.50 04/23/19 133,334 (2) 3.80 07/06/19 30,000 3.80 07/20/19 30,000 4.80 07/20/20 30,000 6.90 04/14/21 125,440 3.20 12/01/16 45,000 3.90 05/17/22 20 189,000 2.80 12/17/17 114,140 2.80 12/17/22 30,000 2.10 06/30/23 30,000 1.09 02/25/24 --------- 1,000,775 266,666 (2) 3.80 07/06/19 385,860 2.80 12/17/22 15,000 2.10 06/30/23 60,000 1.09 02/25/24 -------- 727,526 Patricia B. Prichep 9,000 5.80 09/12/16 10,000 6.30 09/13/17 10,000 6.20 03/04/18 71,710 (1) 2.50 04/23/19 100,000 (2) 3.80 07/06/19 15,000 3.80 07/20/19 15,000 4.80 07/20/20 15,000 6.90 04/14/21 38,520 3.20 12/01/16 30,000 3.90 05/17/22 58,000 2.80 12/17/17 46,780 2.80 12/17/22 20,000 2.10 06/30/23 20,000 1.09 02/25/24 -------- 459,010 200,000 (2) 3.80 07/06/19 103,220 2.80 12/17/22 10,000 2.10 06/30/23 40,000 1.09 02/25/24 --------- 353,220 Eyal Talor, Ph.D 8,000 5.80 09/12/16 10,000 6.30 09/13/17 10,000 6.20 03/04/18 24,082 (1) 2.50 04/23/19 100,000 (2) 3.80 07/06/19 15,000 3.80 07/20/19 15,000 4.80 07/20/20 15,000 6.90 04/14/21 27,773 3.20 12/01/16 30,000 3.90 05/17/22 37,417 2.80 12/17/17 46,780 2.80 12/17/22 20,000 2.10 06/30/23 21 20,000 1.09 02/25/24 -------- 379,052 200,000 (2) 3.80 07/06/19 103,220 2.80 12/17/22 10,000 2.10 06/30/23 40,000 1.09 02/25/24 -------- 353,220 Daniel Zimmerman, Ph.D 6,000 5.80 09/12/16 7,500 6.30 09/13/17 7,500 6.20 03/04/18 15,000 4.80 07/20/20 15,000 6.90 04/14/21 25,200 3.20 12/01/16 22,500 3.90 05/17/22 39,200 2.80 12/17/17 15,000 2.10 06/30/23 15,000 1.09 02/25/24 66,667 1.10 08/05/24 -------- 234,567 7,500 2.10 06/30/23 30,000 1.09 02/25/24 133,333 1.10 08/05/24 100,000 0.62 06/25/25 -------- 270,833 John Cipriano 6,000 5.80 09/12/16 7,500 6.30 09/13/17 7,500 6.20 03/04/18 15,000 4.80 07/20/20 15,000 6.90 04/14/21 1,600 3.20 12/01/16 10,000 2.50 09/30/19 22,500 3.90 05/17/22 15,000 2.10 06/30/23 15,000 1.09 02/25/24 -------- 115,100 John Cipriano 7,500 2.10 06/30/23 30,000 1.09 02/25/24 ------- 37,500 22 (1) Options awarded to employees who did not collect a salary, or reduced or deferred their salary between September 15, 2008 and June 30, 2009. For example, Mr. de Clara, Mr. Kersten and Ms. Prichep did not collect any salary between September 30, 2008 and June 30, 2009. (2) Long-term performance options: The Board of Directors has identified the successful Phase III clinical trial for Multikine to be the most important corporate event to create shareholder value. Therefore, one third of the options can be exercised when the first 400 patients are enrolled in CEL-SCI's Phase III head and neck cancer clinical trial. One third of the options can be exercised when all of the patients have been enrolled in the Phase III clinical trial. One third of the options can be exercised when the Phase III trial is completed. The grant-date fair value of these options awarded to the senior management of CEL-SCI amounted to $3.3 million in total. Summary. The following shows certain information as of May 20, 2016 concerning the stock options and stock bonuses granted by CEL-SCI. Each option represents the right to purchase one share of CEL-SCI's common stock. Shares Total Reserved Shares for Remaining Reserved Outstanding Shares Options/Share Name of Plan Under Plans Options Issued Under Plans ------------ ----------- ----------- ------ ------------- Incentive Stock Option 1,960,000 1,685,966 N/A 11,334 Plans Non-Qualified Stock Option 7,680,000 6,010,721 N/A 1,057,861 Plans Bonus Plans 3,594,000 N/A 2,412,153 1,181,020 Stock Compensation Plan 3,350,000 N/A 1,727,220 1,589,729 Incentive Stock Bonus Plan 16,000,000 N/A 15,600,000 400,000 Of the shares issued pursuant to CEL-SCI's Stock Bonus Plans, 888,145 shares were issued as part of CEL-SCI's contribution to its 401(k) plan. The following table shows the weighted average exercise price of the outstanding options granted pursuant to CEL-SCI's Incentive and Non-Qualified Stock Option Plans as of September 30, 2015, CEL-SCI's most recent fiscal year end. All of the plans in the table above have been approved by CEL-SCI's shareholders. Number of Weighted Number of Securities Securities to Average Remaining Available For be Issued Upon Exercise Future Issuance Under Exercise of Price of Equity Compensation Plans, Outstanding Outstanding Excluding Securities Plan category Options Options Reflected in Column ------------- ------------ ----------- ------------------------ Incentive Stock 1,690,665 $ 3.03 6,635 Option Plans Non-Qualified Stock 5,849,103 $ 2.62 1,219,479 Option Plans 23 Compensation Committee During the year ending September 30, 2015, CEL-SCI had a Compensation Committee which was comprised of Alexander Esterhazy, Peter Young and Bruno Baillavoine, who joined the Compensation Committee in June 2015. During the year ended September 30, 2015, the Compensation Committee formerly met on two occasion to amend the vesting of awarded shares issued from the Incentive Stock Bonus Plan and to issued options to directors (with the exception of Geert Kersten). The following is the report of the Compensation Committee: The key components of CEL-SCI's executive compensation program include annual base salaries and long-term incentive compensation consisting of stock options. It is CEL-SCI's policy to target compensation (i.e., base salary, stock option grants and other benefits) at approximately the median of comparable companies in the biotechnology field. Accordingly, data on compensation practices followed by other companies in the biotechnology industry is considered. CEL-SCI's long-term incentive program formerly consisted of periodic grants of stock options with an exercise price equal to the fair market value of CEL-SCI's common stock on the date of grant. To encourage retention, the ability to exercise options granted under the program was subject to vesting restrictions. Decisions made regarding the timing and size of option grants took into account the performance of both CEL-SCI and the employee, "competitive market" practices, and the size of the option grants made in prior years. The weighting of these factors varied and was subjective. Since share price and performance targets during the lengthy drug development process are not always logically aligned, a major change in the long term incentive plan for senior and middle management was introduced in 2014. This substituted restricted shares issued from the 2014 Incentive Stock Bonus Plan that was voted on and passed by the shareholders at the annual meeting on July 22, 2014 for options. These shares were not vested at issuance and are held in escrow. The shares will only be earned upon the achievement of certain milestones leading to the commercialization of CEL-SCI's Multikine technology or upon specified increases in the market price of CEL-SCI's stock. The first milestone for the restricted stock was reached in January 2015; however, CEL-SCI's Compensation Committee amended the term of the restricted stock so that it is not vested and still held in escrow. If the performance or market criteria are not met as specified in the Incentive Stock Bonus Plan, all or a portion of the awarded shares will be forfeited. In April 2005 CEL-SCI entered into a three-year employment agreement with Maximilian de Clara, CEL-SCI's President. The April 2005 employment agreement, which is essentially the same as Mr. de Clara's two prior employment agreements, provides that during the employment term CEL-SCI will pay Mr. de Clara a salary of $363,000. On September 8, 2006, Mr. de Clara's employment agreement was amended and extended to April 30, 2010. Mr. de Clara's employment agreement continued on a month to month basis from April 30, 2010 until August 30, 2010 when it was extended until August 30, 2013. On August 30, 2013, Mr. de Clara's employment 24 agreement, as amended on September 8, 2006, was extended again to August 30, 2016. In extending Mr. de Clara's employment contract, CEL-SCI's Compensation Committee considered various factors, including Mr. de Clara's performance in his area of responsibility, Mr. de Clara's experience in his position, and Mr. de Clara's length of service with the Company. On September 1, 2003, CEL-SCI entered into a three-year employment agreement with Mr. Kersten. On September 1, 2006, Mr. Kersten's employment agreement was extended to September 1, 2011. On September 1, 2011, CEL-SCI extended its employment agreement with Mr. Kersten to August 31, 2016. Mr. Kersten will receive at least the same salary increases each year as do other senior executives of CEL-SCI. Increases beyond those, if any, shall be made at the sole discretion of CEL-SCI's directors. In renewing Mr. Kersten's employment contract CEL-SCI's Compensation Committee considered various factors, including Mr. Kersten's performance in his area of responsibility, Mr. Kersten's experience in his position, and Mr. Kersten's length of service with CEL-SCI. On August 30, 2010, CEL-SCI entered into a three-year employment agreement with Patricia B. Prichep, CEL-SCI's Senior Vice President of Operations. On August 30, 2013 the employment agreement with Ms. Prichep was extended to August 30, 2016. The employment agreement with Ms. Prichep provides that during the term of the agreement CEL-SCI will pay Ms. Prichep an annual salary plus any increases approved by the Board of Directors during the period of the employment agreement. On August 30, 2010, CEL-SCI also entered into a three-year employment agreement with Eyal Talor, Ph.D., CEL-SCI's Chief Scientific Officer. On August 30, 2013, the employment agreement with Dr. Talor was extended to August 30, 2016. The employment agreement with Dr. Talor provides that during the term of the agreement CEL-SCI will pay Dr. Talor an annual salary plus any increases approved by the Board of Directors during the period of the employment agreement. During the year ending September 30, 2015, the compensation paid to CEL-SCI's other executive officers was based on a variety of factors, including the performance in the executive's area of responsibility, the executive's individual performance, the executive's experience in his or her role, the executive's length of service with CEL-SCI, the achievement of specific goals established for CEL-SCI and its business, and, in certain instances, to the achievement of individual goals. Financial or stockholder value performance comparisons were not used to determine the compensation of CEL-SCI's other executive officers since CEL-SCI's financial performance and stockholder value are influenced to a substantial degree by external factors and as a result comparing the compensation payable to the other executive officers to CEL-SCI's financial or stock price performance can be misleading. During the year ended September 30, 2015, CEL-SCI granted options for the purchase of 225,000 shares of CEL-SCI's common stock to CEL-SCI's executive officers. In granting the options to CEL-SCI's executive officers, the Board of Directors considered the same factors which were used to determine the cash compensation paid to such officers. 25 Except as otherwise disclosed in this proxy statement, during the year ended September 30, 2015, CEL-SCI did not issue any shares of its common stock to CEL-SCI's officers or directors in return for services provided to CEL-SCI. The foregoing report has been approved by the members of the Compensation Committee: Alexander Esterhazy Peter Young Bruno Baillavoine Audit Committee During the year ended September 30, 2015, CEL-SCI had an Audit Committee comprised of Alexander Esterhazy, Peter Young and Bruno Baillavoine, who joined the Audit Committee in June 2015. All members of the Audit Committee were independent as defined by Section 803 of the NYSE MKT Listing Standards. Dr. Young serves as the audit committee's financial expert. The purpose of the Audit Committee is to review and approve the selection of CEL-SCI's independent registered public accounting firm and review CEL-SCI's financial statements with CEL-SCI's independent registered public accounting firm. During the fiscal year ended September 30, 2015, the Audit Committee met four times. All members of the Audit Committee attended these meetings. The following is the report of the Audit Committee: (1) The Audit Committee reviewed and discussed CEL-SCI's audited financial statements for the year ended September 30, 2015 with CEL-SCI's management. (2) The Audit Committee discussed with CEL-SCI's independent registered public accounting firm the matters required to be discussed by PCAOB (Public Company Accounting Oversight Board) Standard No. 16 "Communication with Audit Committees". (3) The Audit Committee has received the written disclosures and the letter from CEL-SCI's independent registered public accounting firm required by PCAOB independence standards, and had discussed with CEL-SCI's independent registered public accounting firm the independent registered public accounting firm's independence; and (4) Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in CEL-SCI's Annual Report on Form 10-K for the year ended September 30, 2015 for filing with the Securities and Exchange Commission. (5) During the year ended September 30, 2015, CEL-SCI paid BDO USA, LLP, CEL-SCI's independent registered public accounting firm, fees for professional services rendered for the audit of CEL-SCI's annual financial statements and the reviews of the financial statements included in CEL-SCI's 10-Q reports for the fiscal year and all 26 regulatory filings. The Audit Committee is of the opinion that these fees are consistent with BDO USA, LLP maintaining its independence from CEL-SCI. The foregoing report has been approved by the members of the Audit Committee: Alexander G. Esterhazy Peter Young Bruno Baillavoine CEL-SCI's Board of Directors has adopted a written charter for the Audit Committee, a copy of which was attached CEL-SCI's proxy statement relating to its April 15, 2011 annual meeting of shareholders. PROPOSAL TO APPROVE THE ADOPTION OF THE 2016 INCENTIVE STOCK OPTION PLAN Shareholders are being requested to vote on the adoption of CEL-SCI's 2016 Incentive Stock Option Plan. The purpose of the 2016 Incentive Stock Option Plan is to furnish additional compensation and incentives to CEL-SCI's officers and employees. The 2016 Incentive Stock Option Plan, if adopted, will authorize the issuance of up to 1,500,000 shares of CEL-SCI's common stock to persons that exercise options granted pursuant to the plan. As of the date of this Proxy Statement, CEL-SCI had not granted any options pursuant to this plan. Any options under the 2016 Incentive Stock Option Plan must be granted before December 31, 2026. If adopted, the 2016 Incentive Stock Option Plan will function and be administered in the same manner as CEL-SCI's other Incentive Stock Option Plans. The Board of Directors recommends that the shareholders of CEL-SCI approve the adoption of the 2016 Incentive Stock Option Plan. PROPOSAL TO APPROVE THE ADOPTION OF THE 2016 NON-QUALIFIED STOCK OPTION PLAN Shareholders are being requested to approve the adoption of CEL-SCI's 2016 Non-Qualified Stock Option Plan. CEL-SCI's employees, directors and officers, and consultants or advisors to CEL-SCI are eligible to be granted options pursuant to the 2016 Non-Qualified Plan as may be determined by CEL-SCI's Board of Directors or the Compensation Committee, provided however that bona fide services must be rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. The 2016 Non-Qualified Plan authorizes the issuance of up to 2,000,000 shares of CEL-SCI's common stock to persons that exercise options granted pursuant to the Plan. As of the date of this Proxy Statement, CEL-SCI had not granted any options to purchase shares of common stock under the 2016 Non-Qualified Plan. The 2016 Non-Qualified Plan will function and be administered in the same manner as CEL-SCI's other Non-Qualified Plans. The Board of Directors recommends that the shareholders of CEL-SCI approve the adoption of the 2016 Non-Qualified Plan. 27 PROPOSAL TO APPROVE THE ADOPTION OF THE 2016 STOCK BONUS PLAN Shareholders are being requested to approve the adoption of CEL-SCI's 2016 Stock Bonus Plan. The purpose of the 2016 Stock Bonus Plan is to furnish additional compensation and incentives to CEL-SCI's employees, directors, officers, consultants and advisors and to allow CEL-SCI to continue to make contributions to its 401(k) plan with shares of its common stock instead of cash. Since 1993 CEL-SCI has maintained a defined contribution retirement plan (also known as a 401(k) Plan) covering substantially all CEL-SCI's employees. Since 1998 CEL-SCI's contribution to the plan has been made in shares of CEL-SCI's common stock as opposed to cash. CEL-SCI's contribution of common stock is made quarterly and is valued based upon the price of CEL-SCI's common stock on the NYSE MKT. The Board of Directors is of the opinion that contributions to the 401(k) plan with shares of CEL-SCI's common stock serves to further align the interest of CEL-SCI's employees with CEL-SCI's shareholders. The 2016 Stock Bonus Plan, if adopted, will authorize the issuance of up to 2,000,000 shares of CEL-SCI's common stock to persons granted stock bonuses pursuant to the plan. As of the date of this Proxy Statement, CEL-SCI had not granted any stock bonuses pursuant to the 2016 Stock Bonus Plan. The 2016 Stock Bonus Plan will function and be administered in the same manner as CEL-SCI's existing Stock Bonus Plans. The Board of Directors recommends that the shareholders of CEL-SCI approve the adoption of the 2016 Stock Bonus Plans. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors has selected BDO USA, LLP, an independent registered public accounting firm, to audit the books and records of CEL-SCI for the fiscal year ending September 30, 2016. BDO USA, LLP served as CEL-SCI's independent registered public accounting firm for the fiscal year ended September 30, 2015. A representative of BDO USA, LLP is expected to be present at the shareholders' meeting. BDO USA, LLP served as CEL-SCI's auditors for the years ended September 30, 2015 and 2014. The following table shows the aggregate fees billed to CEL-SCI during these years by BDO USA, LLP: Year Ended September 30, ------------------------ 2015 2014 ---- ---- Audit Fees $362,000 $ 397,000 Audit-Related Fees -- -- Tax Fees -- -- All Other Fees -- -- Audit fees represent amounts billed for professional services rendered for the audit of the CEL-SCI's annual financial statements and the reviews of the financial statements included in CEL-SCI's 10-Q reports for the fiscal year and all regulatory filings. Before BDO USA, LLP was engaged by CEL-SCI to render 28 audit or non-audit services, the engagement was approved by CEL-SCI's audit committee. . The Board of Directors recommends that the shareholders of CEL-SCI approve its selection of BDO USA, LLP as CEL-SCI's independent public accounting firm to audit the books and records of CEL-SCI for the year ending September 30, 2016. AVAILABILITY OF ANNUAL REPORT ON FORM 10-K CEL-SCI's Annual Report on Form 10-K for the year ending September 30, 2015 is available at www.irdirect.net/cvm/sec_filings/. SHAREHOLDER PROPOSALS Any shareholder proposal which may properly be included in the proxy solicitation material for the annual meeting of shareholders following CEL-SCI's fiscal year ending September 30, 2016 must be received by the Secretary of CEL-SCI no later than January 2, 2017. GENERAL The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement, and all other costs in connection with solicitation of proxies will be paid by CEL-SCI including any additional solicitation made by letter, telephone or telegraph. Failure of a quorum to be present at the meeting will necessitate adjournment and will subject CEL-SCI to additional expense. CEL-SCI's annual report, including financial statements for the 2015 fiscal year, is available on CEL-SCI's website (www.cel-sci.com). CEL-SCI's Board of Directors does not intend to present and does not have reason to believe that others will present any other items of business at the annual meeting. However, if other matters are properly presented to the meeting for a vote, the proxies will be voted upon such matters in accordance with the judgment of the persons acting under the proxies. Please complete, sign and return the attached proxy promptly. 29 CEL-SCI CORPORATION PROXY This Proxy is solicited by CEL-SCI's Board of Directors The undersigned stockholder of CEL-SCI acknowledges receipt of the Notice of the Annual Meeting of Stockholders to be held July 22, 2016, 10:00 a.m. local time, at 4820-C Seton Drive, Baltimore, MD 21215, and hereby appoints Maximilian de Clara and Geert R. Kersten with the power of substitution, as Attorneys and Proxies 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 Attorneys and Proxies may do or cause to be done by virtue hereof. The above named Attorneys and Proxies are 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: Maximilian de Clara, Geert R. Kersten, Alexander G. Esterhazy, Peter R. Young, Bruno Baillavoine The Board of Directors recommends you vote FOR the following proposals; (2) To approve the adoption of CEL-SCI's 2016 Incentive Stock Option Plan which provides that up to 1,500,000 shares of common stock may be issued upon the exercise of options granted pursuant to the Incentive Stock Option Plan. [ ] FOR [ ] AGAINST [ ] ABSTAIN (3) To approve the adoption of CEL-SCI's 2016 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. [ ] FOR [ ] AGAINST [ ] ABSTAIN (4) To approve the adoption of CEL-SCI's 2016 Stock Bonus Plan which provides that up to 2,000,000 shares of common stock may be issued pursuant to the Stock Bonus Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN (5) To ratify the appointment of BDO USA, LLP as CEL-SCI's independent registered public accounting firm for the fiscal year ending September 30, 2016 [ ] 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 5. Directions to the Annual Meeting can be found at www.cel-sci.com/annual_meeting.html. Dated this ____ day of _______________ 2016. -------------------------------- (Signature) -------------------------------- (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 30 IMPORTANT ANNUAL STOCKHOLDERS' MEETING INFORMATION -- YOUR VOTE COUNTS! Stockholder Meeting Notice Important Notice Regarding the Availability of Proxy Materials for the CEL-SCI Corporation Stockholder Meeting to be Held on July 22, 2016. Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders' meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement, annual report and letter to shareholders are available at: www.envisionreports.com/CVM Easy Online Access -- A Convenient Way to View Proxy Materials and Vote When you go online to view materials, you can also vote your shares. Step 1: Go to www.envisionreports.com/CVM to view the materials. Step 2: Click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. Step 4: Make your selection as instructed on each screen to select delivery preferences and vote. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials - If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before July 8, 2016 to facilitate timely delivery. 31 Stockholder Meeting Notice CEL-SCI Corporation's Annual Meeting of Stockholders will be held at 4820-C Seton Drive, Baltimore, MD 21215, on July 22, 2016, at 10:00 a.m. local time. Proposals to be voted on at the meeting are listed below along with the Board of Directors' recommendations. The Board of Directors recommends that you vote FOR the following: (1) To elect the persons who shall constitute CEL-SCI's Board of Directors for the ensuing year. The Board of Directors recommends you vote FOR the following proposals: (2) To approve the adoption of CEL-SCI's 2016 Incentive Stock Option Plan which provides that up to 1,500,000 shares of common stock may be issued upon the exercise of options granted pursuant to the Incentive Stock Option Plan. (3) To approve the adoption of CEL-SCI's 2016 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. (4) To approve the adoption of CEL-SCI's 2016 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. (5) To ratify the appointment of BDO USA, LLP as CEL-SCI's independent registered public accounting firm for the fiscal year ending September 30, 2016. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. Directions to attend the meeting can be found on our website at http://www.cel-sci.com/annual_meeting.html. Here's how to order a copy of the proxy materials and select a future delivery preference: Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below. Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials. _ Internet - Go to www.envisionreports.com/CVM. Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a paper or email copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. _ Telephone - Call us free of charge at 1-866-641-4276 using a touch-tone phone and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. _ Email - Send email to investorvote@computershare.com with "Proxy Materials CEL-SCI Corporation" in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings. To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by July 8, 2016.