UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 18, 2012
CEL-SCI CORPORATION
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(Exact name of Registrant as specified in its charter)
Colorado 0-11503 84-0916344
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8229 Boone Boulevard, Suite 802
Vienna, Virginia 22182
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (703) 506-9460
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N/A
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(Former name or former address if changed since last report)
Item 5.07. Submission of Matters to a Vote of Securities Holders.
The annual meeting of Cel-Sci's shareholders was held on May 18, 2012. At
the meeting the following persons were elected as directors for the upcoming
year:
Name Votes For Votes Withheld
---- --------- --------------
Maximillian de Clara 40,711,166 13,364,662
Geert R. Kersten 43,034,150 11,041,678
Alexander Esterhazy 43,461,259 10,614,569
C. Richard Kinsolving 43,321,927 10,753,901
Peter R. Young 43,469,014 10,606,804
At the meeting the following proposals were ratified by the shareholders.
(1) to approve the adoption of CEL-SCI's 2012 Incentive Stock Option Plan
which provides that up to 2,000,000 shares of common stock may be issued upon
the exercise of options granted pursuant to the Incentive Stock Option Plan;
(2) to approve the adoption of CEL-SCI's 2012 Non-Qualified Stock Option
Plan which provides that up to 2,000,000 shares of common stock may be issued
upon the exercise of options granted pursuant to the Non-Qualified Stock Option
Plan;
(3) to approve the adoption of CEL-SCI's 2012 Stock Bonus Plan which
provides that up to 2,000,000 shares of common stock may be issued to persons
granted stock bonuses pursuant to the Stock Bonus Plan;
(4) to approve an amendment to CEL-SCI's Stock Compensation Plan to provide
for the issuance of up to 2,000,000 additional restricted shares of common stock
to CEL-SCI's directors, officers, employees and consultants for services
provided to the Company;
(5) to approve an amendment to CEL-SCI's Articles of Incorporation such
that CEL-SCI would be authorized to issue up to 600,000,000 shares of common
stock; and
(6) to ratify the appointment of BDO USA, LLP as CEL-SCI's independent
registered public accounting firm for the fiscal year ending September 30, 2012;
The following is a tabulation of votes cast with respect to these
proposals:
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Votes
----------------------------- Broker
Proposal For Against Abstain Non-Votes
-------- --- ------- ------- ---------
1. 34,334,889 17,870,888 1,870,051 144,600,620
2. 33,247,537 18,884,175 1,944,116 144,600,620
3. 33,228,273 18,723,305 2,124,250 144,600,620
4. 33,925,060 19,503,873 646,895 144,600,620
5. 132,422,994 64,026,281 2,025,860 201,313
6. 182,961,813 12,820,921 2,893,714 0
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 18, 2012 CEL-SCI CORPORATION
By: /s/ Geert Kersten
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Geert Kersten, Chief Executive Officer
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