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CVM > SEC Filings for CVM > Form 8-K on 26-Jul-2013All Recent SEC Filings

Show all filings for CEL SCI CORP

Form 8-K for CEL SCI CORP


26-Jul-2013

Submission of Matters to a Vote of Security Holders


Item 5.07. Submission of Matters to a Vote of Securities Holders.

The annual meeting of CEL-SCI's shareholders was held on June 25, 2013. At the annual meeting, all nominees to the board of directors were elected and all proposals submitted to CEL-SCI's shareholders, with the exception of the proposal to adopt CEL-SCI's 2013 Non-Qualified Plan, were adopted.

The adoption of CEL-SCI's 2013 Non-Qualified Stock Option Plan, which provides that up to 20,000,000 shares of common stock may be issued upon the exercise of options granted pursuant to the Non-Qualified Plan, did not receive the required number of votes at the June 25, 2013 meeting.

Consequently, the annual shareholders' meeting was adjourned to July 25, 2013, allowing stockholders additional time to vote on the adoption of the 2013 Non-Qualified Plan.

At the annual meeting, the adoption of the 2013 Non-Qualified Plan required the affirmative vote of the holders of a majority of CEL-SCI's outstanding shares of common stock. In addition, brokers did not have discretionary authority to vote on the proposal and therefore were required to receive voting instructions from beneficial owners of shares held in street name in order for the shares to be voted. Although less than half of CEL-SCI's outstanding shares of common stock voted on the adoption of the 2013 Non-Qualified Plan at the annual meeting, a significant percentage of these shares voted in favor of this proposal.

As a result of the adoption of CEL-SCI's Amended and Restated Articles of Incorporation, the adoption of the 2013 Non-Qualified Plan, at the adjourned meeting, required the approval of a majority of votes cast with respect to this matter.

The following is a tabulation of votes cast with respect to addition of the plan:

                         Votes
        ------------------------------------------              Broker
        For            Against            Abstain              Non-Votes
        ---            -------            -------              ---------

     65,732,395       26,771,876         1,798,775            156,134,667

The 2013 Non-Qualified Plan was ratified by the shareholders at the reconvened meeting.

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