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): April 17,
2020
CEL-SCI CORPORATION
(Exact
name of Registrant as specified in its charter)
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Colorado
|
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001-11889
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84-0916344
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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8229
Boone Blvd., #802
Vienna, VA 22182
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: (703) 506-9460
N/A
(Former
name or former address if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-14c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
Stock
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CVM
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NYSE
American
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§203.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§204.12b-2 of this chapter.
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.07. Submission of Matters to a Vote of Securities
Holders.
The
annual meeting of CEL-SCI’s shareholders was held on April
17, 2020. At the meeting the following persons were elected as
directors for the upcoming year:
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Name
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Votes
For
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Votes
Against
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Broker
Non-Votes
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Geert
Kersten
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12,653,105
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589,766
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13,560,496
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Peter
Young
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11,661,270
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1,581,601
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13,560,496
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Bruno
Baillavoine
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12,508,081
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734,790
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13,560,496
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Robert
Watson
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12,531,016
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711,855
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13,560,496
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At the
meeting the following were approved by CEL-SCI’s
shareholders:
(2)
the
adoption of CEL-SCI’s 2020 Non-Qualified Stock Option Plan
which provides that up to 3,600,000 shares of common stock may be
issued upon the exercise of options granted pursuant to the
Plan;
(3)
on
a non-binding advisory basis, the compensation of CEL-SCI’s
executive officers;
(4)
on
a non-binding advisory basis, the frequency of the advisory vote
regarding the compensation of CEL-SCI’s executive officers;
and
(5)
the
appointment of BDO USA, LLP as CEL-SCI’s independent
registered public accounting firm for the fiscal year ending
September 30, 2020.
The
following is a tabulation of votes cast with respect to proposals
2, 3, and 5:
|
Proposal
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Votes
For
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Votes
Against
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Abstain
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Broker
Non-Votes
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(2)
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9,616,589
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3,461,112
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165,170
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13,560,496
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(3)
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10,333,652
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2,312,301
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596,918
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13,560,496
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(5)
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26,531,060
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109,810
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162,497
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-
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The
following is a tabulation of votes cast with respect to proposals
4:
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Proposal
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1
Year
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2
Years
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3
Years
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Abstain
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Broker
Non-Votes
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(4)
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4,159,657
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668,696
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8,006,841
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407,677
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13,560,496
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2
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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CEL-SCI
CORPORATION
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Date: April 17,
2020
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By:
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/s/ Geert
Kersten
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Geert Kersten |
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Chief Executive
Officer
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3