UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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.
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Item 5.07. Submission of Matters to a Vote of Securities Holders.
The annual meeting of CEL-SCI’s shareholders was held on August 14, 2026. At the meeting the following persons were elected as directors for the upcoming year:
Name | Votes For | Votes Withheld | Broker Non-Votes |
Geert Kersten | 4,371,909 | 478,675 | 4,365,596 |
Bruno Baillavoine | 2,188,254 | 2,662,330 | 4,365,596 |
Robert Watson | 2,062,150 | 2,788,434 | 4,365,596 |
At the meeting the following were approved by CEL-SCI’s shareholders:
| (2) | the adoption of CEL-SCI’s 2026 Non-Qualified Stock Option Plan; and |
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| (3) | the adoption of CEL-SCI’s 2026 Stock Bonus Plan; |
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| (4) | to approve, on a non-binding advisory basis, the compensation of CEL-SCI’s executive officers; |
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| (5) | to approve, on a non-binding advisory basis, the frequency of the advisory vote regarding the compensation of CEL-SCI’s executive officers; and |
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| (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, 2026; and |
The following is a tabulation of votes cast with respect to proposals 2, 3, 4 and 6:
Proposal | Votes For | Votes Against | Abstain | Broker Non-Votes |
(2) | 3,654,395 | 1,144,219 | 51,970 | 4,365,596 |
(3) | 3,793,843 | 997,808 | 58,933 | 4,365,596 |
(4) | 3,777,031 | 1,010,124 | 63,429 | 4,365,596 |
(6) | 8,638,163 | 364,150 | 213,867 | 0 |
The following is a tabulation of votes cast with respect to proposals 5:
Proposal | 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
(5) | 1,692,789 | 158,296 | 2,668,661 | 330,838 | 4,365,596 |
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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: August 17, 2026 | CEL-SCI CORPORATION | ||
| By: | /s/ Geert Kersten | ||
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| Geert Kersten | |
| Chief Executive Officer | |||
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