Item 5.07Item 5.07 - Submission of Matters to Vote
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
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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
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(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
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(5) 1,692,789 158,296 2,668,661 330,838 4,365,596