Edgar Filing: CEL SCI CORP

M SCHEDULE 14A

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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[ ] Confidential, for Use of the Commission Only (as permitted by Rule
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[ ] Definitive Proxy Statement
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CEL-SCI CORPORATION
----------------------------
(Name of Registrant as Specified In Its Charter)

William T. Hart - Attorney for Registrant
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

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[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)

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1) Title of each class of securities to which transaction applies:

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CEL-SCI CORPORATION
8229 Boone Blvd.
Suite 802
Vienna, Virginia 22l82
(703) 506-9460

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 20, 2012
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 April 20, 2012, at 10:30 a.m. local time, for the following
purposes:

(1) to elect the directors who shall constitute CEL-SCI's Board of
Directors for the ensuing year;

(2) to approve the adoption of CEL-SCI's 2012 Incentive Stock Option Plan
which provides that up to 2,000,000 shares of common stock may be issued upon
the exercise of options granted pursuant to the Incentive Stock Option Plan;

(3) to approve the adoption of CEL-SCI's 2012 Non-Qualified Stock Option
Plan which provides that up to 2,000,000 shares of common stock may be issued
upon the exercise of options granted pursuant to the Non-Qualified Stock Option
Plan;

(4) to approve the adoption of CEL-SCI's 2012 Stock Bonus Plan which
provides that up to 2,000,000 shares of common stock may be issued to persons
granted stock bonuses pursuant to the Stock Bonus Plan;

(5) to approve an amendment to CEL-SCI's Stock Compensation Plan to provide
for the issuance of up to 2,000,000 additional restricted shares of common stock
to CEL-SCI's directors, officers, employees and consultants for services
provided to the Company;

(6) to approve an amendment to CEL-SCI's Articles of Incorporation such
that CEL-SCI would be authorized to issue up to 600,000,000 shares of common
stock; and

(7) to ratify the appointment of BDO USA, LLP as CEL-SCI's independent
registered public accounting firm for the fiscal year ending September 30, 2012;

to transact such other business as may properly come before the meeting.

January 31, 2012 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 January 31, 2012, there were 246,878,579
outstanding shares of CEL-SCI's common stock.

CEL-SCI CORPORATION

March __, 2012 Geert R. Kersten, Chief Executive Officer

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ATTACHED PROXY CARD,
AND SIGN, DATE AND RETURN THE PROXY CARD, OR VOTE VIA THE INTERNET
ORBY 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 April 20, 2012, 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 mailed to shareholders of record
on or about March 9, 2012.

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 adoption of the other
proposals to come before the meeting will require the approval of a majority of
votes cast at the meeting.

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 January 31, 2012, the shareholdings of (i)
each person owning beneficially 5% or more of CEL-SCI's common stock (ii) each
officer who received compensation in excess of $100,000 during CEL-SCI's most
recent fiscal year and (iii) all officers and directors as a group. Unless
otherwise indicated, each owner has sole voting and investment powers over his
shares of common stock.

Name and Address Number of Shares (1) Percent of Class (3)
---------------- ---------------- ----------------

Maximilian de Clara 6,457,023 2.6%
Bergstrasse 79
6078 Lungern,
Obwalden, Switzerland

Geert R. Kersten 9,349,709 (2) 3.7%
8229 Boone Blvd., Suite 802
Vienna, VA 22182

Patricia B. Prichep 3,064,037 1.2%
8229 Boone Blvd., Suite 802
Vienna, VA 22182

Eyal Talor, Ph.D. 1,877,656 0.8%
8229 Boone Blvd., Suite 802
Vienna, VA 22182

Daniel H. Zimmerman, Ph.D. 1,551,620 0.6%
8229 Boone Blvd., Suite 802
Vienna, VA 22182

John Cipriano 372,667 0.2%
8229 Boone Blvd., Suite 802
Vienna, VA 22182

Alexander G. Esterhazy 920,489 0.4%
20 Chemin du Pre-Poiset
CH- 1253 Vandoeuvres
Geneve, Switzerland

C. Richard Kinsolving, Ph.D. 1,096,247 0.4%
P.O. Box 20193
Bradenton, FL 34204-0193

Peter R. Young, Ph.D. 962,757 0.4%
5458 Beacon Hill Drive
Frisco, TX 75034

All Officers and Directors 25,652,205 9.6%
as a Group (9 persons)

(1) Includes shares issuable prior to March 31, 2012 upon the exercise of
options or warrants granted to the following persons:

Options or Warrants Exercisable
Name Prior to March 31, 2012
---- --------------------------------

Maximilian de Clara 6,205,789
Geert R. Kersten 5,933,009
Patricia B. Prichep 2,202,296
Eyal Talor, Ph.D. 1,402,719
Daniel Zimmerman 1,184,000
John Cipriano 372,667
Alexander G. Esterhazy 687,332
C. Richard Kinsolving, Ph.D. 794,000
Peter R. Young, Ph.D. 714,999

(2) Amount includes shares held in trust for the benefit of Mr. Kersten's minor
children. Geert R. Kersten is the stepson of Maximilian de Clara.

(3) Amount includes shares referred to in (1) above but excludes shares which
may be issued upon the exercise or conversion of other options, warrants
and other convertible securities previously issued by CEL-SCI.

ELECTION OF DIRECTORS

Unless the proxy contains contrary instructions, it is intended that the
proxies will be voted for the election of the current directors listed below to
serve as members of the Board of Directors until the next annual meeting of
shareholders and until their successors shall be elected and shall qualify.

All current directors have consented to stand for re-election. 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 of CEL-SCI's directors have served as directors for a significant
period of time. Consequently, their long-standing experience with CEL-SCI
qualifies them to be directors.

Information concerning CEL-SCI's officers and directors follows:

Name Age Position
---- --- --------

Maximilian de Clara 82 President and Chairman of the Board of Directors
Geert R. Kersten, Esq. 53 Chief Executive Officer, Treasurer and a
Director
Patricia B. Prichep 61 Senior Vice President of Operations and
Secretary
Dr. Eyal Talor 56 Chief Scientific Officer
Dr. Daniel H. Zimmerman 71 Senior Vice President of Research, Cellular
Immunology
John Cipriano 70 Senior Vice President of Regulatory Affairs

Name Age Position
---- --- --------

Alexander G. Esterhazy 70 Director
Dr. C. Richard
Kinsolving 76 Director
Dr. Peter R. Young 67 Director

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.

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.

The principal occupations of CEL-SCI's officers and directors, during the
past several years, are as follows:

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.

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 almost 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 the company's Multikine product will 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 completed his
Undergraduate Degree in Accounting, received an M.B.A. from George Washington
University, and a law degree (J.D.) from American University in Washington, DC.

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 the Company, 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 the company
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. Prior to this promotion he was
the Senior Vice president of Research and Manufacturing since March of 1994. 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 holds 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 has 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 John Hopkins University, Baltimore, Maryland, USA. He holds an
Adjunct Associate teaching position at the Johns Hopkins University Medical
Institutions.

Daniel H. Zimmerman, Ph.D., has been 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 holds over
a dozen US patents as well as 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, a Masters in Zoology in 1966 from the University of
Florida and a B.S. in Biology from Emory and Henry College in 1963.

John Cipriano, has been 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 in 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.

C. Richard Kinsolving, Ph.D. has been a Director of CEL-SCI since April
2001. Since February 1999, Dr. Kinsolving has been the Chief Executive Officer
of BioPharmacon, a pharmaceutical development company. Between December 1992 and
February 1999, Dr. Kinsolving was the President of Immuno-Rx, Inc., a company
engaged in immuno-pharmaceutical development. Between December 1991 and
September 1995, Dr. Kinsolving was President of Bestechnology, Inc. a nonmedical
research and development company producing bacterial preparations for industrial
use. Dr. Kinsolving received his Ph.D. in Pharmacology from Emory University
(1970), his Masters degree in Physiology/Chemistry from Vanderbilt University
(1962), and his Bachelor's degree in Chemistry from Tennessee Tech. University
(1957).

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. 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 financings. Since
November 2001, Dr. Young has been the President of Agnus Dei, LLC, which acts as
a partner in an organization managing immune system clinics which treat patients
with diseases such as cancer, multiple sclerosis and hepatitis. Since January
2003, Dr. Young has been 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. Dr. Young received his Ph.D. in Organic
Chemistry from the University of Bristol, England (1969), and his Bachelor's
degree in Honors Chemistry, Mathematics and Economics also from the University
of Bristol, England (1966).

All of CEL-SCI's officers devote substantially all of their time to
CEL-SCI's business.

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, Dr. C. Richard Kinsolving and Dr. Peter R. Young
are independent directors as that term is defined in section 803 of the listing
standards of the NYSE Amex.

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, 5458
Beacon Hill Drive, Frisco, Texas 75034.

CEL-SCI's Board of Directors met four times during the fiscal year ended
September 30, 2011. All of the Directors attended three of these meetings,
either in person or by telephone conference call, with the exception of Mr. de
Clara and Dr. Kinsolving. In addition, the Board of Directors had a number of
informal telephonic meetings during the course of the year.

For purposes of electing directors at its annual meeting CEL-SCI does not
have a nominating committee or a committee performing similar functions.
CEL-SCI's Board of Directors does not believe a nominating committee is
necessary since CEL-SCI's Board of Directors is small and the Board of Directors
as a whole performs this function. The nominees to the Board of Directors are
selected by a majority vote of CEL-SCI's independent directors.

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 of a director at the annual shareholders'
meeting. However, CEL-SCI's Board of Directors 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
CEL-SCI's Chief Executive Officer, at the address shown on the cover page of
this proxy statement. The Board has not established any specific qualifications
or skills a nominee must meet to serve as a director. Although the Board does
not have any process for identifying and evaluating director nominees, the Board
does not believe there would be any differences in the manner in which the Board
evaluates nominees submitted by shareholders as opposed to nominees submitted by
any other person.

CEL-SCI does not have a policy with regard to Board member's attendance at
annual meetings. All Board members, with the exception of Mr. de Clara and Mr.
Esterhazy, attended the last annual shareholder's meeting held on April 15,
2011.

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 not sent to the Board of Directors as a
whole or to specified Board members 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
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 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 become underwater the next year, the
Committee does not take that into consideration in determining the amount of the
options or restricted stock to be granted the next year. Similarly, if the
options or 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 our 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 (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 Achillion Pharmaceuticals, Inc., Acura Pharmaceutical, Inc.,
Alimera Sciences, Inc., Agenus Inc., ARCA biopharma (ARCA Discovery), Cadence
Pharmaceuticals, Inc., Chelsea Therapeutics, Inc., Cortex Pharmaceuticals, Inc.,
EpiCept Corp., IGI Laboratories Inc., Inhibitex, Inc., Medicis Technologies
Corp., NeurogesX, Inc., Orexigen Therapeutics Inc., Pharmacyclics, Inc.,
Resverlogix Corp., SCOLR Pharma, Inc., StemCells, Inc., Psychemedics
Corporation, Molecular Insight Pharmaceuticals, Inc., Nabi Biopharmaceuticals,
NuPathe Inc. and POZEN, Inc. CEL-SCI has not used third party consultants to
provide it with recommendations or reports.

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
extremely 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. For example, Geert Kersten,
Maximilian de Clara and Patricia Prichep were without any salary between
September 2008 and June 2009. Other senior members took substantial salary cuts,
all geared towards helping CEL-SCI survive. In all of these cases the officers
continued to work without any guarantee of payment.

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, 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. However, CEL-SCI's Compensation Committee has not been able to
substitute a better measurement and therefore continues to believe that stock
grants and option grants best align the needs of the corporation and the
employee with those of the shareholders.

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 the first 6% of his or her salary.

The following table sets forth in summary form the compensation received by
(i) the Chief Executive 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, 2011.

All Other
Restric- Annual
ted Stock Option Compen-
Name and Princi- Fiscal Salary Bonus Awards Awards sation
pal Position Year (1) (2) (3) (4) (5) Total
-------------------- ------ ------ ----- --------- ------ ---------- -----
$ $ $ $ $ $
Maximilian de Clara, 2011 363,000 -- -- 176,709 105,226 644,935
President 2010 363,000 -- -- 107,424 102,186 572,610
2009 334,720 -- 205,000 531,236(8) 83,274 1,154,230

Geert R. Kersten, 2011 464,005 -- 14,700 207,314 57,656 743,675
Chief Executive 2010 454,009 220,995 11,025 128,909 55,309 870,247
Officer and 2009 408,691 -- 5,000 1,735,284(8) 34,892 2,183,867
Treasurer

Patricia B. Prichep 2011 204,013 -- 12,541 99,141 6,031 321,726
Senior Vice President 2010 199,898 -- 11,790 64,455 6,027 282,170
of Operations and 2009 174,913 -- -- 1,142,155(8) 4,225 1,321,293
Secretary

Eyal Talor, Ph.D. 2011 251,861 -- 9,600 100,362 6,031 367,854
Chief Scientific 2010 239,868 -- 15,623 64,455 6,027 325,973
Officer 2009 212,265 -- -- 1,044,566(8) 4,225 1,261,056

Daniel Zimmerman, Ph.D. 2011 193,260 -- 11,896 98,948 6,031 310,135
Senior Vice President 2010 165,800 -- 9,233 64,455 5,027 244,515
of Research. Cellular 2009 47,124 -- -- -- 875 47,999
Immunology (6)

John Cipriano 2011 178,870 -- -- 91,815 31 270,716
Senior Vice President 2010 175,952 -- -- 240,711 27 416,690
of Regulatory Affairs (7)2009 48,594 -- -- -- 25 48,619

(1) The dollar value of base salary (cash and non-cash) earned.

(2) The dollar value of bonus (cash and non-cash) earned.

(3) During the periods covered by the table, the value of the shares of
restricted stock issued as compensation for services to the persons listed
in the table. In the case of Mr. de Clara, during three years ended
September 30, 2011, 2010, and 2009, $0, $0 and $200,000, respectively, were
paid in restricted shares of CEL-SCI's common stock which cannot be sold in
the public market for a period of three years after the date of issuance.
In the case of all other persons listed in the table, the shares were
issued as CEL-SCI's contribution on behalf of the named officer to
CEL-SCI's 401(k) retirement plan and restricted shares issued at the market
price from the Stock Compensation Plan. The value of all stock awarded
during the periods covered by the table are calculated according to ASC
718-10-30-3 which represented the grant date fair value.

(4) The greatest part of the value in FY 2009 was derived from 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. 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 annual contributions or other
allocations to vested and unvested defined contribution plans, and 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 the full dollar value of the remainder of the premiums paid
by, or on behalf of, CEL-SCI and car allowances paid by CEL-SCI. Includes
board of directors fees for Mr. de Clara and Mr. Kersten.

(6) Dr. Zimmerman was CEL-SCI's Senior Vice President of Research, Cellular
Immunology between January 1996 and December 2008 and since November 2009.

(7) Mr. Cipriano was CEL-SCI's Senior Vice President of Regulatory Affairs
between March 2004 and December 2008 and since October 2009.

(8) In 2009, the CEL-SCI made performance share awards to the senior management
which entitles these employees to receive a specified number of options to
purchase the Company's common stock provided that certain milestones are
met. 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 the Company amounts to
$3.3 million in total. A major consideration in the valuation of these
options is the likelihood of the CEL-SCI reaching these milestones.
CEL-SCI's management has assumed the likelihood of these milestones being
reached to be 100%.

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 which have a value equal to 100% of the
participant's contribution, not to exceed the lesser of $1,000 or 6% of the
participant's total compensation. CEL-SCI's contribution of common stock is
valued each quarter based upon the closing price of its common stock. The fiscal
2011 expenses for this plan were $154,100. 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, 2011
--------------------------------------------------------------
Stock Option
Name Paid in Cash Awards (1) Awards (2) Total
---- ------------ ---------- ---------- -------

Maximilian de Clara $ 40,000 - $ 176,709 $ 216,709
Geert Kersten $ 40,000 - $ 207,314 $ 247,314
Alexander Esterhazy $ 44,000 - $ 91,815 $ 135,815
C. Richard Kinsolving $ 44,000 - $ 91,815 $ 135,815
Peter R. Young $ 44,000 - $ 91,815 $ 135,815

(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.

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.

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
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 salary ($544,500) and the unvested portion of any stock options would
vest immediately ($284,794). 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

Effective 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. During
the term of the new employment agreement CEL-SCI will pay Mr. Kersten an annual
salary of $464,004. 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 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, (ii) a significant and material reduction
in Mr. Kersten's authority, job duties or level of responsibility or (iii) the
imposition of significant and material limitations on the Mr. Kersten's autonomy
in his position, the employment agreement will be terminated.

In the event that there is a material reduction in Mr. Kersten's authority,
duties or activities, or in the event there is a change in the control of
CEL-SCI, the agreement allows Mr. Kersten to resign from his position at CEL-SCI
and receive a lump-sum payment from CEL-SCI equal to 24 months salary ($928,008)
and the unvested portion of any stock options would vest immediately
($1,006,809). For purposes of the employment agreement a change in the control
of CEL-SCI 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
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.

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. The
employment agreement with Ms. Prichep provides that during the term of the
agreement CEL-SCI will pay Ms. Prichep an annual salary of $194,298 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. The
employment agreement with Dr. Talor provides that during the term of the
agreement CEL-SCI will pay Dr. Talor an annual salary of $239,868 plus any
increases approved by the Board of Directors during the period of the employment
agreement.

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 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
employmentagreement 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 salary ($291,447 and $359,802
respectively). In addition, the unvested portion of any stock options held by
the employee will vest immediately ($830,817 and $830,062 respectively). For
purposes of the employment agreements, a change in the control of CEL-SCI 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.

Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------

CEL-SCI has a compensation committee comprised of Alexander Esterhazy, Dr.
C. Richard Kinsolving and Dr. Peter Young, all of who are outside directors.

During the year ended September 30, 2011, 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
------------------------------

Between December 2008 and June 2009, Maximilian de Clara, CEL-SCI's
President and a director, loaned CEL-SCI $1,104,057. The loan was initially
payable at the end of March 2009, but was extended to the end of June 2009. At
the time the loan was due, and in accordance with the loan agreement, CEL-SCI
issued Mr. de Clara a warrant which entitles Mr. de Clara to purchase 1,648,244
shares of CEL-SCI's common stock at a price of $0.40 per share. The warrant is
exercisable at any time prior to December 24, 2014. Although the loan was to be
repaid from the proceeds of CEL-SCI's recent financing, CEL-SCI's Directors
deemed it beneficial not to repay the loan and negotiated a second extension of
the loan with Mr. de Clara on terms similar to the June 2009 financing. Pursuant
to the terms of the second extension the note is now due on July 6, 2014, but,

at Mr. de Clara's option, the loan can be converted into shares of CEL-SCI's
common stock. The number of shares which will be issued upon any conversion will
be determined by dividing the amount to be converted by $0.40. As further
consideration for the second extension, Mr. de Clara received warrants which
allow Mr. de Clara to purchase 1,849,295 shares of CEL-SCI's common stock at a
price of $0.50 per share at any time prior to January 6, 2015. On May 13, 2011,
to recognize Mr. de Clara's willingness to agree to subordinate his note to
theconvertible preferred shares and convertible debt as part of the settlement
agreement, the Company extended the maturity date of the note to July 6, 2015.
The loan from Mr. de Clara bears interest at 15% per year and is secured by a
lien on substantially all of CEL-SCI's assets. CEL-SCI does not have the right
to prepay the loan without Mr. de Clara's consent.

Stock Option, Bonus and Compensation Plans
------------------------------------------

CEL-SCI has Incentive Stock Option Plans, Non-Qualified Stock Option, Stock
Bonus and Stock Compensation Plans. 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 Plan. 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 Plan. Only CEL-SCI's employees may be granted options
pursuant to the Incentive Stock Option Plan.

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 Plan 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 the Committee 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,
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 the
offer or sale of securities in a capital-raising transaction. The option
exercise price is determined by CEL-SCI's Board of Directors.

Stock Bonus Plan. 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 the
offer or sale of securities in a capital-raising transaction.

Stock Compensation Plan. 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.

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 Plan will be forfeited if the "vesting"
schedule established by the Committee administering the Plan 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
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 Plan 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 they deem
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, 2011, to the persons named below.

Options Granted
---------------

Exercise
Grant Options Price Per Expiration
Name Date Granted Share Date
---- ---- ------- --------- ----------

Maximilian de Clara 4/15/11 250,000 $ 0.69 4/14/21

Geert Kersten 4/15/11 300,000 $ 0.69 4/14/21

Patricia B. Prichep 4/15/11 150,000 $ 0.69 4/14/21

Eyal Talor, Ph.D. 4/15/11 150,000 $ 0.69 4/14/21

Daniel Zimmerman, Ph.D. 4/15/11 150,000 $ 0.69 4/14/21

John Cipriano 4/15/11 150,000 $ 0.69 4/14/21

Options Exercised
-----------------

Shares
Date of Acquired On Value
Name Exercise Exercise Realized
---- -------- -------- --------

None

The following lists the outstanding options held by the persons named below
as of February 15, 2012:

Shares Underlying Unexercised
Options Which are:
-----------------------------
Exercise Expiration
Name Exercisable Unexercisable Price Date
---- ----------- ------------- ------- -------------

Maximilian de Clara 50,000 0.48 09/21/15
100,000 0.58 09/12/16
200,000 0.63 09/13/17
200,000 0.62 03/04/18
1,436,250 (1) 0.25 04/23/19
166,667 0.38 07/20/19
83,334 0.48 07/20/20
471,999 0.32 12/01/16
-------
2,708,250
500,000 (2) 0.38 07/06/19
83,333 0.38 07/20/19
166,666 0.48 07/20/20
250,000 0.69 04/14/21
-------
999,999

-------------------------------------------------------------------------------

Shares Underlying Unexercised
Options Which are:
-----------------------------
Exercise Expiration
Name Exercisable Unexercisable Price Date
---- ----------- ------------- ------- -------------

Geert R. Kersten 1,890,000 0.22 04/01/13
50,000 0.48 09/21/15
200,000 0.58 09/12/16
200,000 0.63 09/13/17
200,000 0.62 03/04/18
1,838,609 (1) 0.25 04/23/19
200,000 0.38 07/20/19
100,000 0.48 07/20/20
1,254,400 0.32 12/01/16
---------
5,933,009
4,000,000 (2) 0.38 07/06/19
100,000 0.38 07/20/19
200,000 0.48 07/20/20
300,000 0.69 04/14/21
-------
4,600,000

--------------------------------------------------------------------------------

Patricia B. Prichep 50,000 0.33 04/26/15
243,000 0.22 04/01/13
337,000 0.22 04/01/13
30,000 0.48 09/21/15
90,000 0.58 09/12/16
100,000 0.63 09/13/17
100,000 0.62 03/04/18
717,096 (1) 0.25 04/23/19
100,000 0.38 07/20/19
50,000 0.48 07/20/20
385,200 0.32 12/01/16
-------
2,202,296
3,000,000 (2) 0.38 07/06/19
50,000 0.38 07/20/19
100,000 0.48 07/20/20
150,000 0.69 04/14/21
-------
3,300,000

--------------------------------------------------------------------------------

Eyal Talor, Ph.D. 50,000 0.33 04/26/15
374,166 0.22 04/01/13
30,000 0.48 09/21/15
80,000 0.58 09/12/16
100,000 0.63 09/13/17
100,000 0.62 03/04/18
240,820 (1) 0.25 04/23/19
100,000 0.38 07/20/19
50,000 0.48 07/20/20
277,733 0.32 12/01/16
-------
1,402,719

Shares Underlying Unexercised
Options Which are:
-----------------------------
Exercise Expiration
Name Exercisable Unexercisable Price Date
---- ----------- ------------- ------- -------------
Eyal Talor, Ph.D.
cont'd 3,000,000 (2) 0.38 07/06/19
50,000 0.38 07/20/19
100,000 0.48 07/20/20
150,000 0.69 04/14/21
-------
3,300,000
-------------------------------------------------------------------------------

Daniel Zimmerman,
Ph.D. 50,000 0.33 04/16/15
392,000 0.22 04/01/13
30,000 0.48 09/21/15
60,000 0.58 09/12/16
75,000 0.63 09/13/17
75,000 0.62 03/04/18
200,000 (3) 0.38 07/15/14
50,000 0.48 07/20/20
252,000 0.32 12/01/16
-------
1,184,000
100,000 0.48 07/20/20
150,000 0.69 04/14/21
-------
250,000

--------------------------------------------------------------------------------

John Cipriano 30,000 0.48 09/21/15
60,000 0.58 09/12/16
75,000 0.63 09/13/17
75,000 0.62 03/04/18
66,667 1.93 09/30/19
50,000 0.48 07/20/20
16,000 0.32 12/01/16
------
372,667
33,333 1.93 09/30/19
100,000 0.48 07/20/20
150,000 0.69 04/14/21
-------
283,333

(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 the Company amounts to $3.3
million in total.

(3) Options awarded to employee during the period that he was a consultant to
CEL-SCI.

Summary. The following shows certain information as of February 15, 2012
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.

Total Shares
Shares Reserved for Shares Remaining
Reserved Outstanding Issued as Options/Shares
Name of Plan Under Plans Options Stock Bonus Under Plans
------------ ----------- ------------ ----------- --------------
Incentive Stock Option
Plans 19,100,000 10,293,275 N/A 7,320,225
Non-Qualified Stock
Option Plans 35,760,000 23,585,513 N/A 6,122,538
Stock Bonus Plans 13,940,000 N/A 7,905,228 6,032,484
Stock Compensation Plan 11,500,000 N/A 6,386,531 5,113,469

Of the shares issued pursuant to CEL-SCI's Stock Bonus Plans 1,881,559
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, 2011, CEL-SCI's most recent fiscal year
end. CEL-SCI's Incentive and Non-Qualified Stock Option Plans have been approved
by CEL-SCI's shareholders.

Number of Securities
Number Remaining Available
of Securities For Future Issuance
to be Issued Weighted-Average Under Equity
Upon Exercise Exercise Price of Compensation Plans,
of Outstanding of Outstanding Excluding Securities
Plan category Options (a) Options Reflected in Column (a)
----------------------------------------------------------------------------------

Incentive Stock Option Plans 11,168,041 $ 0.42 7,320,225
Non-Qualified Stock Option
Plans 23,461,240 $ 0.51 8,690,510

Compensation Committee

During the year ending September 30, 2011 CEL-SCI had a Compensation
Committee which was comprised of Alexander Esterhazy, C. Richard Kinsolving and
Peter Young. During the year ended September 30, 2011 the Compensation Committee
did not formerly meet as a separate committee, but rather held its meetings in
conjunction with CEL-SCI's Board of Director's meetings.

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 consists exclusively 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 is subject to vesting
restrictions. Decisions made regarding the timing and size of option grants take
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 varies and is subjective. Current option holdings are
not considered when granting options.

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 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. 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. During the
fiscal year ending September 30, 2011, the compensation paid to Mr. de Clara was
based on his employment contract.

In August 2003, CEL-SCI entered into a three-year employment agreement with
Geert R. Kersten. The employment agreement, which is essentially the same as Mr.
Kersten's prior employment agreement, provides that during the term of the
agreement CEL-SCI will pay Mr. Kersten an annual salary of $370,585. Effective
September 1, 2006 Mr. Kersten's employment agreement was extended to September
1, 2011. On September 1, 2011 Mr. Kersten's employment agreement was extended to
August 31, 2016. 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. During the fiscal
year ending September 30, 2011, the compensation paid to Mr. Kersten was based
on his employment contract.

During the year ending September 30, 2011, 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' 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, 2011 CEL-SCI granted options for the
purchase of 1,150,000 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.

Except as otherwise disclosed in this proxy statement, during the year
ended September 30, 2011, 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
C. Richard Kinsolving
Peter Young

Audit Committee

During the year ended September 30, 2011 CEL-SCI had an Audit Committee
comprised of Alexander Esterhazy, C. Richard Kinsolving and Peter Young. All
members of the Audit Committee are independent as independence is defined by
Section 803 of the NYSE Amex's Listing Standards. Dr. Peter 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, 2011, 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, 2011 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
Statement on Accounting Standards (SAS) No. 114 "The Auditor's
Communication With Those Charged With Governance".

(3) The Audit Committee has received the written disclosures and the
letter from CEL-SCI's independent registered public accounting firm
required by PCAOB (Public Company Accounting Oversight Board)
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, 2011 for filing with the
Securities and Exchange Commission.

(5) During the year ended September 30, 2011 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
regulatory filings. The Audit Committee is of the opinion that these
fees are consistent with maintaining its independence from CEL-SCI.

The foregoing report has been approved by the members of the Audit
Committee:

Alexander G. Esterhazy
C. Richard Kinsolving
Peter Young

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 ADOPT 2012 INCENTIVE STOCK OPTION PLAN

Shareholders are being requested to vote on the adoption of CEL-SCI's 2012
Incentive Stock Option Plan. The purpose of the 2012 Incentive Stock Option Plan
is to furnish additional compensation and incentives to CEL-SCI's officers and
employees.

The 2012 Incentive Stock Option Plan, if adopted, will authorize 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 pursuant to this plan.

Any options under the 2012 Incentive Stock Option Plan must be granted
before January 31, 2022. If adopted, the 2012 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 2012 Incentive Stock Option Plan.

PROPOSAL TO ADOPT 2012 NON-QUALIFIED STOCK OPTION PLAN

Shareholders are being requested to vote on the adoption of CEL-SCI's 2012
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 2012 Non-Qualified Plan as may be determined by CEL-SCI's Board
of Directors, 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 2012 Non-Qualified Plan, if adopted, will authorize 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 under the 2012 Non-Qualified Plan.

The 2012 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 2012 Non-Qualified
Plan.

PROPOSAL TO ADOPT 2012 STOCK BONUS PLAN

Shareholders are being requested to vote on the adoption of CEL-SCI's 2012
Stock Bonus Plan. The purpose of the 2012 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 American Stock Exchange. 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 shareholder's interest with that of CEL-SCI's
employees.

The 2012 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 2012 Stock Bonus Plan.

The 2012 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 2012
Stock Bonus Plans.

PROPOSAL TO AMEND CEL-SCI'S STOCK COMPENSATION PLAN

During the two years ended September 30, 2011 CEL-SCI did not issued any
shares of its common stock to its officers, directors and employees in payment
of salaries, fees and other compensation owed to these persons. To conserve
cash, CEL-SCI expects that it may have to offer its officers, directors and
employees the opportunity to receive shares of CEL-SCI's common stock in payment
of amounts owed by CEL-SCI for services rendered.

CEL-SCI's common stock trades on the NYSE Amex. NYSE Amex-listed
corporations must obtain shareholder approval for arrangements which permit
officers, directors, employees or consultants to receive a listed corporation's
shares in payment of compensation.

To comply with the NYSE Amex requirements in this regard CEL-SCI adopted a
Stock Compensation Plan, which was approved by CEL-SCI's shareholders at the May
6, 2004 annual meeting, and which provided that shares of CEL-SCI'S common stock
would be available for issuance under the Plan. Shareholders subsequently
approved amendments to the Stock Compensation Plan which provided up to
11,500,000 shares would be available for issuance under the plan.

So that CEL-SCI may continue to offer shares of its common stock in payment
of compensation owed, CEL-SCI's Board of Directors, subject to shareholder
approval, has approved an amendment to the Stock Compensation Plan so that an
additional 2,000,000 shares of restricted common stock would be available for
issuance under the Plan. The Board of Directors recommends that the shareholders
of CEL-SCI approve the amendment to the Stock Compensation Plan.

PROPOSAL TO AMEND CEL-SCI'S ARTICLES OF INCORPORATION SUCH THAT CEL-SCI WOULD BE
AUTHORIZED TO ISSUE 600,000,000 SHARES OF COMMON STOCK

CEL-SCI is presently authorized to issue 450,000,000 shares of common
stock. As of January 31, 2012, CEL-SCI had 246,878,579 outstanding shares of

common stock. Approximately 101,300,000 additional shares could be issued upon
the conversion of outstanding promissory notes, the payment of interest or
principal on the promissory notes, or the exercise of outstanding options and
warrants.

Due to the lack of any significant revenues, CEL-SCI has relied upon
proceeds from the private sales of its common stock, as well as securities
convertible into common stock, to meet its funding requirements.

CEL-SCI needs to increase its authorized shares of common stock to
accommodate the additional shares which may be issued if all outstanding
options, warrants and convertible securities were exercised or converted and to
allow CEL-SCI to raise additional capital through the sale of common stock or
securities convertible into common stock.

Although CEL-SCI will be required to fund its operations through the sale
of its securities until significant revenues are generated from the commercial
sale of its products, as of the date of this proxy statement, CEL-SCI did not
have any definitive agreements or arrangements with any person to sell any
additional shares of its common stock, except for CEL-SCI's obligation to issue
common stock upon the exercise of outstanding options and warrants or the
conversion of.

If this proposal is not adopted, it may not be possible to raise the funds
needed to complete its Phase III trial for Multikine.

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, 2012. BDO USA served as CEL-SCI's independent
registered public accounting firm for the fiscal year ended September 30, 2011.
A representative of BDO USA is expected to be present at the shareholders'
meeting.

BDO USA, LLP served as CEL-SCI's auditors for the years ended September 30,
2011 and 2010. The following table shows the aggregate fees billed to CEL-SCI
during these years by BDO USA, LLP:

Year Ended September 30,
------------------------
2011 2010
---- ----

Audit Fees $237,835 $232,725
Audit-Related Fees -- --
Tax Fees -- --
All Other Fees 4,370 44,126

Audit fees represent amounts billed for professional services rendered for
the audit of CEL-SCI's annual financial statements, including the audit of
internal control over financial reporting, the reviews of the financial
statements included in CEL-SCI's 10-Q reports for the fiscal year, and all
regulatory filings. All other fees represent amounts paid to BDO USA, LLP for

their work on an application for a PPACA grant applied for by CEL-SCI. Before
BDO USA, LLP was engaged by CEL-SCI to render audit or non-audit services, the
engagement was approved by CEL-SCI's audit committee. CEL-SCI's Board of
Directors is of the opinion that all the fees charged by BDO USA, LLP are
consistent with BDO USA, LLP maintaining its independence from CEL-SCI.

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, 2012.

AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

CEL-SCI's Annual Report on Form 10-K for the year ending September 30, 2011
will be sent to any shareholder of CEL-SCI upon request. Requests for a copy of
this report should be addressed to the Secretary of CEL-SCI at the address
provided on the first page of this proxy statement.

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
year ending September 30, 2012 must be received by the Secretary of CEL-SCI no
later than January 31, 2013.

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 2011 fiscal year, is included in this mailing.

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.

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 April 20, 2012, 10:30 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, and FOR
Proposals 2-7.

(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
C. Richard Kinsolving Peter R. Young

(2) To approve the adoption of the Company's 2012 Incentive Stock Option Plan.