CEL-SCI shareholders back 2026 equity plans

CEL-SCI Corporation held its annual shareholder meeting on August 14, 2026, where shareholders elected three directors for the upcoming year.

Rhea-AI Filing Summary

CEL-SCI Corporation held its annual shareholder meeting on August 14, 2026, where shareholders elected three directors for the upcoming year. Geert Kersten received 4,371,909 votes for and 478,675 withheld; Bruno Baillavoine received 2,188,254 for and 2,662,330 withheld; Robert Watson received 2,062,150 for and 2,788,434 withheld, with 4,365,596 broker non-votes for each director.

Shareholders approved CEL-SCI’s 2026 Non-Qualified Stock Option Plan, 2026 Stock Bonus Plan, a non-binding advisory vote on executive compensation, and ratified BDO USA, LLP as independent registered public accounting firm for the fiscal year ending September 30, 2026. For these proposals, votes for ranged from 3,654,395 to 8,638,163. On the advisory vote regarding the frequency of say-on-pay, shareholders cast 1,692,789 votes for one year, 158,296 for two years, and 2,668,661 for three years, with 330,838 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Geert Kersten: 4,371,909 Votes for 2026 Non-Qualified Stock Option Plan: 3,654,395 Votes against 2026 Non-Qualified Stock Option Plan: 1,144,219 +4 more

7 metrics

Votes for Geert Kersten 4,371,909 Director election at annual meeting on August 14, 2026

Votes for 2026 Non-Qualified Stock Option Plan 3,654,395 Proposal 2 shareholder vote

Votes against 2026 Non-Qualified Stock Option Plan 1,144,219 Proposal 2 shareholder vote

Votes for 2026 Stock Bonus Plan 3,793,843 Proposal 3 shareholder vote

Votes for say-on-pay 3,777,031 Proposal 4 non-binding advisory vote on executive compensation

Votes for auditor ratification 8,638,163 Proposal 6 ratification of BDO USA, LLP

Votes for 3-year say-on-pay frequency 2,668,661 Proposal 5 advisory vote on frequency of say-on-pay

Key Terms

broker non-votes, Non-Qualified Stock Option Plan, Stock Bonus Plan, non-binding advisory basis, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 4,365,596"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Non-Qualified Stock Option Plan financial

"the adoption of CEL-SCI’s 2026 Non-Qualified Stock Option Plan"

Stock Bonus Plan financial

"the adoption of CEL-SCI’s 2026 Stock Bonus Plan"

non-binding advisory basis regulatory

"to approve, on a non-binding advisory basis, the compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm regulatory

"BDO USA, LLP as CEL-SCI’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What key items did CEL-SCI (CVM) shareholders approve at the August 14, 2026 annual meeting?

Shareholders approved the 2026 Non-Qualified Stock Option Plan, the 2026 Stock Bonus Plan, a non-binding advisory vote on executive compensation, and ratified BDO USA, LLP as independent registered public accounting firm for the fiscal year ending September 30, 2026.

How did CEL-SCI (CVM) shareholders vote on director elections in 2026?

Shareholders elected Geert Kersten (4,371,909 for), Bruno Baillavoine (2,188,254 for), and Robert Watson (2,062,150 for), each with significant votes withheld and 4,365,596 broker non-votes recorded for every director nominee.

What were the vote results for CEL-SCI’s (CVM) 2026 Non-Qualified Stock Option Plan?

The 2026 Non-Qualified Stock Option Plan received 3,654,395 votes for, 1,144,219 against, and 51,970 abstentions, with 4,365,596 broker non-votes, indicating shareholder approval of this equity compensation plan.

How did CEL-SCI (CVM) shareholders vote on the 2026 Stock Bonus Plan?

The 2026 Stock Bonus Plan received 3,793,843 votes for, 997,808 against, and 58,933 abstentions, plus 4,365,596 broker non-votes, resulting in approval of the plan for granting stock-based awards.

What were the 2026 say-on-pay and auditor ratification results for CEL-SCI (CVM)?

Executive compensation on a non-binding basis received 3,777,031 votes for, 1,010,124 against, and 63,429 abstentions. Ratification of BDO USA, LLP as auditor received 8,638,163 for, 364,150 against, and 213,867 abstentions.

What say-on-pay vote frequency did CEL-SCI (CVM) shareholders prefer in 2026?

For the advisory vote on frequency of executive compensation votes, shareholders cast 1,692,789 votes for one year, 158,296 for two years, and 2,668,661 for three years, with 330,838 abstentions and 4,365,596 broker non-votes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/17/2026 - 09:05 AM EDT Learn about SEC filing dates

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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): August 14, 2026

CEL-SCI CORPORATION

(Exact name of Registrant as specified in its charter)

Colorado		001-11889		84-0916344
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

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 (17 CFR 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:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share		CVM		NYSE American

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 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
	(3)	the adoption of CEL-SCI’s 2026 Stock Bonus Plan;
	(4)	to approve, on a non-binding advisory basis, the compensation of CEL-SCI’s executive officers;
	(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
	(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

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.

Date:  August 17, 2026	CEL-SCI CORPORATION
	By:	/s/ Geert Kersten
		Geert Kersten
		Chief Executive Officer

3

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 14.3 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 895 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 9.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB