CEL SCI CORP
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant
☒
Filed by a Party other than the Registrant
☐
Check the appropriate box:
☐
Preliminary Proxy
Statement
☐
Confidential, For
Use of the Commission Only (As Permitted by Rule
14a-6(e)(2))
☒
Definitive Proxy
Statement
☐
Definitive
Additional Materials
☐
Soliciting
Material under Rule 14a-12
CEL-SCI CORPORATION
(Name of Registrant as Specified In Its Charter)
_________________________________
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
☒
No fee required
☐
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1)
Title
of each class of securities to which transaction
applies:
(2)
Aggregate
number of securities to which transaction applies:
(3)
Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it
was determined):
(4)
Proposed
maximum aggregate value of transaction:
(5)
Total
fee paid:
☐
Fee
paid previously with preliminary materials.
☐
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
(1)
Amount
Previously Paid:
(2)
Form,
Schedule or Registration Statement No.:
(3)
Filing
Party:
(4)
Date
Filed:
CEL-SCI CORPORATION
8229 Boone Blvd., Suite 802
Vienna, Virginia 22l82
(703) 506-9460
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 17, 2020
To the
Shareholders of CEL-SCI Corporation:
Notice
is hereby given that the annual meeting of the shareholders of
CEL-SCI Corporation (“CEL-SCI”) will be held at 4820-C
Seton Drive, Baltimore, MD 21215, on April 17, 2020 at 10:30 a.m.
local time, for the following purposes:
(1)
to elect the
directors who shall constitute CEL-SCI’s Board of Directors
for the ensuing year;
(2)
to approve 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)
to approve, on a
non-binding advisory basis, the compensation of CEL-SCI’s
executive officers;
(4)
to approve, on a
non-binding advisory basis, the frequency of the advisory vote
regarding the compensation of CEL-SCI’s executive
officers;
(5)
to ratify the
appointment of BDO USA, LLP as CEL-SCI’s independent
registered public accounting firm for the fiscal year ending
September 30, 2020; and
to
transact such other business as may properly come before the
meeting or any adjournments or postponements thereof.
February 21, 2020
is the record date for the determination of shareholders entitled
to notice of and to vote at the meeting. Shareholders are entitled
to one vote for each share held. As of February 21, 2020, there
were 36,536,697 outstanding shares of CEL-SCI’s common
stock.
CEL-SCI
CORPORATION
February 21,
2020
Geert R. Kersten,
Chief Executive Officer
The Board of Directors solicits the enclosed proxy. Your vote is
important no matter how large or small your holdings. To assure
your representation at the meeting, please vote
promptly.
Important Notice Regarding the Availability of Proxy Materials for
the Shareholder Meeting to be held on April 17, 2020. This Proxy
Statement is available at:
https://cel-sci.com/sec-filings/
.
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If you
need additional copies of this Proxy Statement or the enclosed
proxy card, or if you have other
questions
about the proposals or how to vote your shares, you may contact our
proxy solicitor:
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ADVANTAGE PROXY
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(877)
870-8565 (toll free) or (206) 870-8565 (collect)
Or by email at: ksmith@advantageproxy.com
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PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ATTACHED PROXY
CARD,
AND SIGN, DATE AND RETURN THE PROXY CARD, OR VOTE VIA THE
INTERNET
OR BY TELEPHONE
TO SAVE THE COST OF FURTHER SOLICITATION, PLEASE VOTE
PROMPTLY
CEL-SCI CORPORATION
8229 Boone Blvd., Suite 802
Vienna, Virginia 22l82
(703) 506-9460
PROXY STATEMENT
The
accompanying proxy is solicited by CEL-SCI’s directors for
voting at the annual meeting of shareholders to be held on April
17, 2020, and at any and all adjournments of such meeting. If the
proxy is executed and returned, it will be voted at the meeting in
accordance with any instructions, and if no specification is made,
the proxy will be voted for the proposals set forth in the
accompanying notice of the annual meeting of shareholders.
Shareholders who execute proxies may revoke them at any time before
they are voted, either by writing to CEL-SCI at the address shown
above or in person at the time of the meeting. Additionally, any
later dated proxy will revoke a previous proxy from the same
shareholder. This proxy statement was posted on the CEL-SCI’s
website on or about February 25, 2020.
There
is one class of capital stock outstanding. Provided a quorum
consisting of one-third of the shares entitled to vote is present
at the meeting, the affirmative vote of a majority of the shares of
common stock voting in person or represented by proxy is required
to elect directors. Cumulative voting in the election of directors
is not permitted. The other proposals to come before the meeting
will be adopted if votes cast in favor of the proposal exceed the
votes cast against the proposal.
Shares
of CEL-SCI’s common stock represented by properly executed
proxies that reflect abstentions or "broker non-votes" will be
counted as present for purposes of determining the presence of a
quorum at the annual meeting. “Broker non-votes”
represent shares held by brokerage firms in "street-name" with
respect to which the broker has not received instructions from the
customer or otherwise does not have discretionary voting authority.
Abstentions and broker non-votes will not be counted as having
voted against the proposals to be considered at the
meeting.
Preliminary
voting results will be announced at the Annual Meeting. In
addition, final voting results will be published in a current
report on Form 8-K that we expect to file within four business days
after the Annual Meeting.
PRINCIPAL SHAREHOLDERS
The
following table lists, as of
February
21, 2020
, information with respect to the persons owning
beneficially 5% or more of CEL-SCI’s outstanding common stock
and the number and percentage of outstanding shares owned by each
director and officer of CEL-SCI and by the officers and directors
as a group. Unless otherwise indicated, each owner has sole voting
and investment powers over his or her shares of common
stock.
|
Name and
Address
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Number of Shares
(1)
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Percent of
Class
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Geert R.
Kersten
8229 Boone Blvd.,
Suite 802
Vienna, VA
22182
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2,883,189
(2)
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7.6
%
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Patricia B.
Prichep
8229 Boone Blvd.,
Suite 802
Vienna, VA
22182
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597,603
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1.6
%
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1
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Name and
Address
|
Number of Shares
(1)
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Percent of
Class
|
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Eyal Talor,
Ph.D.
8229 Boone Blvd.,
Suite 802
Vienna, VA
22182
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500,683
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1.4
%
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|
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Daniel H.
Zimmerman, Ph.D.
8229 Boone Blvd.,
Suite 802
Vienna, VA
22182
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308,215
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*
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|
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John
Cipriano
8229 Boone Blvd.,
Suite 802
Vienna, VA
22182
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315,766
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*
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Peter R. Young,
Ph.D.
208 Hewitt Drive,
Suite 103-143
Waco, TX
76712
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169,393
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*
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Bruno
Baillavoine
8229 Boone Blvd.,
Suite 802
Vienna, VA
22182
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140,502
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*
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Robert
Watson
245 N. Highland
Ave. NE
Suite
230-296
Atlanta, GA
30307
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114,793
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*
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|
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All Officers and
Directors
as a Group (8
persons)
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5,030,144
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12.6
%
|
|
|
|
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|
BlackRock,
Inc.
55 East
52
nd
Street
New York, NY
10055
|
1,996,547
|
5.5
%
|
* Less
than 1% of outstanding shares.
(1)
Includes shares
issuable prior to June 30, 2020 upon the exercise of options or
warrants held by the following persons:
|
Name
|
Options or
Warrants Exercisable Prior to June 30,
2020
|
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Geert R. Kersten,
Esq.
|
1,768,651
(3)
|
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Patricia B.
Prichep
|
394,175
|
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Eyal Talor,
Ph.D.
|
382,195
|
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Daniel Zimmerman,
Ph.D.
|
194,751
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John
Cipriano
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232,658
|
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Peter R. Young,
Ph.D.
|
148,302
|
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Bruno
Baillavoine
|
137,502
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Robert
Watson
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113,335
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(2)
Amount includes
shares held in trust for the benefit of Mr. Kersten's children and
securities held in a separate trust, for which Mr. Kersten is a
beneficiary.
(3)
Amount includes
shares issuable upon the exercise of warrants held by Mr. Kersten
directly and in the trust.
2
OFFICERS AND DIRECTORS
Information
concerning CEL-SCI’s officers and directors
follows:
|
Name
|
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Age
|
|
Position
|
|
Committees
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Geert
R. Kersten, Esq.
|
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61
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Director,
Chief Executive Officer and Treasurer
|
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Patricia
B. Prichep
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69
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Senior
Vice President of Operations and Corporate Secretary
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|
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Eyal
Talor, Ph.D.
|
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64
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Chief
Scientific Officer
|
|
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Daniel
H. Zimmerman, Ph.D.
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79
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Senior
Vice President of Research, Cellular Immunology
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|
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John
Cipriano
|
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78
|
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Senior
Vice President of Regulatory Affairs
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|
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Peter
R. Young, Ph.D. (1)
|
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75
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Director,
Independent
|
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Audit,
Compensation, and Nominating
|
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Bruno
Baillavoine
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66
|
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Director,
Independent
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Audit,
Compensation, and Nominating
|
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Robert
Watson
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63
|
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Director,
Independent
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Audit,
Compensation, and Nominating
|
(1)
Dr. Young is the
chairman of the Audit, Compensation and Nominating
committees.
The
directors of CEL-SCI serve in such capacity until the next annual
meeting of CEL-SCI's shareholders and until their successors have
been duly elected and qualified. The officers of CEL-SCI serve at
the discretion of CEL-SCI's directors. CEL-SCI’s officers
devote substantially all of their time to CEL-SCI’s
business.
Geert
Kersten has served in his current leadership role at CEL-SCI since
1995. Mr. Kersten has been with CEL-SCI since 1987. He has been
involved in the pioneering field of cancer immunotherapy for over
three decades and has successfully steered CEL-SCI through many
challenging cycles in the biotechnology industry. Mr. Kersten also
provides CEL-SCI with significant expertise in the fields of
finance and law and has a unique vision of how CEL-SCI's Multikine
product could potentially change the way cancer is treated. Prior
to joining CEL-SCI, Mr. Kersten worked at the law firm of Finley
& Kumble and worked at Source Capital, an investment banking
firm located in McLean, VA. He is a native of Germany, graduated
from high school in England, and completed his studies in the US.
Mr. Kersten received his Undergraduate Degree in Accounting and an
M.B.A. from George Washington University, and a law degree (J.D.)
from American University in Washington, DC. Mr. Kersten’s
experience overseeing the financing and research and development of
CEL-SCI for over 25 years qualifies him to continue to serve on
CEL-SCI’s board of directors. Mr. Kersten is also the
inventor of a patent on the potential use of Multikine
®
(Leukocyte
Interleukin, Injection) in managing cholesterol.
3
Patricia B. Prichep
joined CEL-SCI in 1992 and has been CEL-SCI's Senior Vice President
of Operations since March 1994. Between December 1992 and March
1994, Ms. Prichep was CEL-SCI's Director of Operations. Ms. Prichep
became CEL-SCI's Corporate Secretary in May 2000. She is
responsible for all day-to-day operations of CEL-SCI, including
human resources and is the liaison with CEL-SCI’s independent
registered public accounting firm for financial reporting. From
June 1990 to December 1992, Ms. Prichep was the Manager of Quality
and Productivity for the NASD’s Management, Systems and
Support Department and was responsible for the internal auditing
and work flow analysis of operations. Between 1982 and 1990, Ms.
Prichep was Vice President and Operations Manager for Source
Capital, Ltd. She handled all operations and compliance for Source
Capital and was licensed as a securities broker. Ms. Prichep
received her B.A. from the University of Bridgeport in
Connecticut.
Eyal
Talor, Ph.D. joined CEL-SCI in October 1993. In October 2009, Dr.
Talor was promoted to Chief Scientific Officer. Prior to this
promotion, Dr. Talor was the Senior Vice President of Research and
Manufacturing. He is a clinical immunologist with over 25 years of
hands-on management of clinical research and drug development for
immunotherapy application; pre-clinical to Phase III, in the
biopharmaceutical industry. His expertise includes;
biopharmaceutical R&D and Biologics product development, GMP
(Good Manufacturing Practices) manufacture, Quality Control
testing, and the design and building of GMP manufacturing and
testing facilities. He served as Director of Clinical Laboratories
(certified by the State of Maryland) and has experience in the
design of pre-clinical and clinical trials (Phase I – III)
and GCP (Good Clinical Practices) requirements. He also has broad
experience in the different aspects of biological assay
development, analytical methods validation, raw material
specifications, and QC (Quality Control) tests development under
FDA/GMP, USP, and ICH guidelines. He has extensive experience in
the preparation of documentation for IND and other regulatory
submissions. His scientific area of expertise encompasses immune
response assessment. He is the author of over 25 publications and
has published a number of reviews on immune regulations in relation
to clinical immunology. Before coming to CEL-SCI, he was Director
of R&D and Clinical Development at CBL, Inc., Principal
Scientist - Project Director, and Clinical Laboratory Director at
SRA Technologies, Inc. Prior to that he was a full time faculty
member at The Johns Hopkins University, Medical Institutions;
School of Public Health. He has invented technologies which are
covered by ten issued patents on Multikine’s composition of
matter and method of use in cancer and two platform Peptide
technologies, Antigen Directed Apoptosis of T-cells
(‘Adapt’) and LEAPS, for the treatment of autoimmune
diseases, asthma, allergy, transplantation rejection and infectious
diseases. He also is responsible for numerous product and process
inventions as well as a number of pending US and PCT patent
applications. He received his Ph.D. in Microbiology and Immunology
from the University of Ottawa, Ottawa, Ontario, Canada, and had
post-doctoral training in clinical and cellular immunology at The
Johns Hopkins University, Baltimore, Maryland, USA. He holds an
Associate teaching position at the Johns Hopkins University Medical
Institutions.
Daniel
H. Zimmerman, Ph.D. was CEL-SCI's Senior Vice President of Cellular
Immunology between 1996 and December 2008 and again since November
2009. He joined CEL-SCI in January 1996 as the Vice President of
Research, Cellular Immunology. Dr. Zimmerman founded CELL-MED, Inc.
and was its president from 1987-1995. From 1973-1987, Dr. Zimmerman
served in various positions at Electronucleonics, Inc. His
positions included: Scientist, Senior Scientist, Technical Director
and Program Manager. Dr. Zimmerman held various teaching positions
at Montgomery College between 1987 and 1995. Dr. Zimmerman has
invented technologies which are covered by over a dozen US patents
as well as many foreign equivalent patents. He is the author of
over 40 scientific publications in the area of immunology and
infectious diseases. He has been awarded numerous grants from NIH
and DOD. From 1969-1973, Dr. Zimmerman was a Senior Staff Fellow at
NIH. For the following 25 years, he continued on at NIH as a guest
worker. Dr. Zimmerman received a Ph.D. in Biochemistry in 1969, and
a Masters in Zoology in 1966 from the University of Florida as well
as a B.S. in Biology from Emory and Henry College in
1963.
4
John
Cipriano was CEL-SCI’s Senior Vice President of Regulatory
Affairs between March 2004 and December 2008 and again since
October 2009. Mr. Cipriano brings to CEL-SCI over 30 years of
experience with both biotech and pharmaceutical companies. In
addition, he held positions at the United States Food and Drug
Administration (FDA) as Deputy Director, Division of Biologics
Investigational New Drugs, Office of Biologics Research and Review
and was the Deputy Director, IND Branch, Division of Biologics
Evaluation, Office of Biologics. Mr. Cipriano completed his B.S. in
Pharmacy from the Massachusetts College of Pharmacy in Boston,
Massachusetts and his M.S. in Pharmaceutical Chemistry from Purdue
University in West Lafayette, Indiana.
Peter
R. Young, Ph.D. has been a Director of CEL-SCI since August 2002.
Dr. Young has been a senior executive within the pharmaceutical
industry in the United States and Canada for most of his career,
originally in organizations that are now part of Sanofi S.A. Over
the last 20 years he has primarily held positions of Chief
Executive Officer or Chief Financial Officer and has extensive
experience with acquisitions and equity financing. Since November
2001, Dr. Young has been the President of Agnus Dei, LLC, which has
acted as a partner in an organization managing immune system
clinics which treats patients with diseases such as cancer,
multiple sclerosis and hepatitis. Dr. Young was also the President
and Chief Executive Officer of SRL Technology, Inc., a company
involved in the development of pharmaceutical drug delivery
systems. Between 1998 and 2001, Dr. Young was the Chief Financial
Officer of Adams Laboratories, Inc., the developer of
Mucinex®. Dr. Young received his Ph.D. in Organic Chemistry
from the University of Bristol, England after obtaining his
Bachelor's degree in Honors Chemistry, Mathematics and Economics.
Subsequently, he qualified as a Fellow of the Chartered Institute
of Management Accountants. CEL-SCI believes Dr. Young’s
extensive knowledge of the life sciences industry, coupled with his
business acumen and financial expertise, gives him the
qualifications and skills to serve as a director, and the chair of
CEL-SCI’s audit, nominating and compensation
committees.
Bruno
Baillavoine joined CEL-SCI’s board of directors in June 2015.
Since 2017 Mr. Baillavoine has been the Director, Head of Pericles
Group UK the subsidiary of the Paris based leading French
consulting firm, Pericles Consulting Holdings SAS. Pericles is an
expert in the fields of Banking, Finance, Asset Management and
Insurance with over 350 institutional clients. He has also been an
advisor to the board of CSL Inc., Combatives Sports League, a US
Mix Martial Arts company since 2017 and was appointed to the Board
in 2019. Between 2010-2016, Mr. Baillavoine was a partner of
Globomass Holdings Limited, a London, England based developer of
renewable energy projects from concept through final operations.
From 2012-2016 Mr. Baillavoine was the Executive Chairman of
Globomass Holdings. Globomass was acquired by CleanBay Inc. in
2016.Mr. Baillavoine remains a significant shareholder in CleanBay
Inc. Between 1978 and 1982 he was the marketing manager of
Ravenhead Ltd., a manufacturer of glass tableware, and part of
United Distillers Group (later acquired by Grand Metropolitan).
During this time Mr. Baillavoine became the UK Business Manager
where he restored market share and profit for United Distillers.
From 1982 to 1986 Mr. Baillavoine was Group Corporate Planning and
Group Marketing Director for Prontaprint where he expanded the
number of shops to 500 locations in four years. Mr. Baillavoine
joined Grand Metropolitan Plc between 1986-1988 (now Diageo Plc),
an FTSE 100 beverage, food, hotel and leisure company, as director
in the Special Operations division. In this capacity, he developed
plans for Grand Met’s trouble-shooting division for over
20,000 Grand Met retail outlets. From 1988-1991 he was the Managing
Director of Nutri Systems (UK) Ltd., a subsidiary of the US based
provider of professionally supervised weight loss programs. Between
1991 and 1995, Mr. Baillavoine was Director of BET Group plc, a
multinational business support services group, and in 1992, was
promoted as Managing Director for the manufacturing businesses. The
£2.3 billion turnaround of BET during his tenure is one of the
most successful turnarounds of a top 100 FTSE company. Since 1995,
Mr. Baillavoine has held a number of CEO positions across a wide
range of industries and geographical locations. Mr. Baillavoine has
European and American educations (US high school and University of
Wisconsin Eau Claire 1972-1976).
CEL-SCI believes Mr.
Ballavoine is qualified to act as a director due to his extensive
business experience and success in the turnaround and growth of
global businesses.
5
Robert
Watson has been a director of CEL-SCI since December 2017. Mr.
Watson is the President and CEO of Juvare, LLC (formerly
Intermedix, Inc.) since July 2017. Immediately prior to joining
Intermedix, now Juvare, he was the President and Chief Growth
Officer of NantHealth, Inc. (Nasdaq: NH) from January 2015 to May
2017. Prior to NantHealth, he was President and CEO of Streamline
Health, Inc. (Nasdaq: STRM) from January 2011 to January 2015. Mr.
Watson has over 35 years of experience in the healthcare
information technology industry as a CEO, board member and advisor
to multiple healthcare information technology companies. He has
participated in over 75 acquisitions, raised nearly $750 million in
capital, completed three public offerings and successfully sold
four companies. Mr. Watson holds a MBA from the Wharton School of
Business at the University of Pennsylvania and a BA degree from
Syracuse University. Mr. Watson’s business experience and
educational background makes him qualified to serve as a director
of CEL-SCI.
CEL-SCI’s
nominating committee, consisting of Mr. Baillavoine, Dr. Young and
Mr. Watson, has nominated Geert R. Kersten, Peter R. Young, Bruno
Baillavoine and Robert Watson to stand for election as directors at
the annual meeting. Unless the proxy contains contrary
instructions, it is intended that the proxies will be voted for the
election of the nominees to the board of directors. In case any
nominee shall be unable or shall fail to act as a director by
virtue of an unexpected occurrence, the proxies may be voted for
such other person or persons as shall be determined by the persons
acting under the proxies in their discretion. All nominees to the
board of directors have consented to stand for election.
CEL-SCI’s Nominating Committee Charter can be reviewed at
CEL-SCI’s website:
https://cel-sci.com/new-investor-information/
.
CEL-SCI
does not have any policy regarding the consideration of director
candidates recommended by shareholders to the Board of Directors
and under Colorado law, any shareholder can nominate a person for
election as a director at the annual shareholders’ meeting.
However, CEL-SCI’s nominating committee will consider
candidates recommended by shareholders. To submit a candidate for
the Board of Directors the shareholder should send the name,
address and telephone number of the candidate, together with any
relevant background or biographical information, to Dr. Peter Young
at the address shown on the cover page of this proxy statement.
CEL-SCI’s nominating committee has not established any
specific qualifications or skills a nominee must meet to serve as a
director. Although CEL-SCI does not have any process for
identifying and evaluating director nominees, CEL-SCI does not
believe there would be any differences in the manner in which
CEL-SCI evaluates nominees submitted by shareholders as opposed to
nominees submitted by any other person.
CEL-SCI’s
Board of Directors does not have a “leadership
structure”, as such, since each director is entitled to
introduce resolutions to be considered by the Board and each
director is entitled to one vote on any resolution considered by
the Board. CEL-SCI’s Chief Executive Officer is not the
Chairman of CEL-SCI’s Board of Directors.
CEL-SCI’s
Board of Directors has the ultimate responsibility to evaluate and
respond to risks facing CEL-SCI. CEL-SCI’s Board of Directors
fulfills its obligations in this regard by meeting on a regular
basis and communicating, when necessary, with CEL-SCI’s
officers.
Peter
R. Young, Bruno Baillavoine and Robert Watson are independent
directors as that term is defined in Section 803 of the NYSE
American listing standards.
CEL-SCI’s
Board of Directors met four times during the fiscal year ended
September 30, 2019. All of the Directors attended these meetings,
either in person or by telephone conference call. In addition, the
Board of Directors had a number of informal telephonic meetings
during the course of the year.
6
CEL-SCI
has adopted a Code of Ethics which is applicable to CEL-SCI’S
principal executive, financial, and accounting officers and persons
performing similar functions. The Code of Ethics is available on
CEL-SCI’s website, located at
https://cel-sci.com/new-investor-information/
.
If a
violation of this code of ethics act is discovered or suspected,
any person (anonymously, if desired) may send a detailed note, with
relevant documents, to CEL-SCI’s Audit Committee, c/o Dr.
Peter Young, 208 Hewitt Drive, Suite 103-143, Waco, TX
76712
.
CEL-SCI
does not have a policy with regard to Board member’s
attendance at annual meetings. All Board members attended the last
annual shareholder’s meeting held on May 20,
2019.
Holders
of CEL-SCI’s common stock can send written communications to
CEL-SCI’s entire Board of Directors, or to one or more Board
members, by addressing the communication to “the Board of
Directors” or to one or more directors, specifying the
director or directors by name, and sending the communication to
CEL-SCI’s offices in Vienna, Virginia. Communications
addressed to the Board of Directors as whole will be delivered to
each Board member. Communications addressed to a specific director
(or directors) will be delivered to the director (or directors)
specified.
A
security holder communication not sent to the Board of Directors as
a whole is not relayed to Board members which did not receive the
communication.
Executive Compensation
Components of Compensation - Executive Officers
CEL-SCI’s
executive officers are compensated through the following three
components:
●
Base
Salary
●
Long-Term
Incentives (“LTIs”) (stock options and/or grants of
stock)
●
Benefits
These
components provide a balanced mix of base compensation and
compensation that is contingent upon each executive officer’s
individual performance. A goal of the compensation program is to
provide executive officers with a reasonable level of security
through base salary and benefits. CEL-SCI wants to ensure that the
compensation programs are appropriately designed to encourage
executive officer retention and motivation to create shareholder
value.
The Compensation Committee
believes that CEL-SCI’s stockholders are best served when
CEL-SCI can attract and retain talented executives by providing
compensation packages that are competitive and
fair.
Base Salaries
Base
salaries generally have been targeted to be competitive when
compared to the salary levels of persons holding similar positions
in other pharmaceutical companies and other publicly traded
companies of comparable size. Each executive officer’s
respective responsibilities, experience, expertise and individual
performance are considered.
A
further consideration in establishing compensation for the
executive officers is their long term history with CEL-SCI. Taken
into consideration are factors that have helped CEL-SCI survive in
times when it was financially weak, such as: willingness to accept
salary cuts, willingness not to be paid at all for extended time
periods, and in general an attitude that helped CEL-SCI survive
during financially difficult times.
7
Long-Term Incentives
Stock
grants and option grants help to align the interests of
CEL-SCI’s executive officers with those of its
shareholders. Options and stock grants are made under
CEL-SCI’s Stock Option, Incentive Stock Bonus, Stock Bonus
and Stock Compensation Plans. Options are granted with
exercise prices equal to the closing price of CEL-SCI’s
common stock on the day immediately preceding the date of grant,
with pro rata vesting at the end of each of the following three
years.
CEL-SCI
believes that grants of equity-based compensation:
●
Enhance the link
between the creation of shareholder value and long-term executive
incentive compensation;
●
Provide focus,
motivation and retention incentive; and
●
Provide competitive
levels of total compensation.
Benefits
In
addition to cash and equity compensation programs, executive
officers participate in the health and welfare benefit programs
available to other employees. In a few limited circumstances,
CEL-SCI provides other benefits to certain executive officers, such
as car allowances.
All
executive officers are eligible to participate in CEL-SCI’s
401(k) plan on the same basis as its other employees. CEL-SCI
matches 100% of each employee’s contribution, not to exceed
the lesser of $1,000 or 6% of the participant's total
compensation.
The
following table sets forth in summary form the compensation
received by (i) the Chief Executive and Financial Officer of
CEL-SCI and (ii) by each other executive officer of CEL-SCI who
received in excess of $100,000 during each of the two fiscal years
ended September 30, 2019.
|
Name and
Principal Position
|
Fiscal
Year
|
Salary
(1)
|
Bonus
(2)
|
Stock Awards
(3)
|
Option Awards
(4)
|
All Other
Compensation
(5)
|
Total
|
|
|
|
$
|
$
|
$
|
$
|
$
|
$
|
|
|
|
|
|
|
|
|
|
|
Geert R.
Kersten,
|
2019
|
511,387
|
--
|
16,500
|
3,922,841
|
55,631
|
4,506,359
|
|
Chief
Executive
|
2018
|
557,756
|
--
|
16,350
|
1,011,048
|
55,631
|
1,640,784
|
|
Officer and
Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patricia B.
Prichep,
|
2019
|
285,964
|
--
|
14,679
|
1,956,794
|
9,031
|
2,266,467
|
|
Senior Vice
President
|
2018
|
162,374
|
--
|
14,679
|
424,557
|
9,031
|
610,641
|
|
of Operations
and
|
|
|
|
|
|
|
|
|
Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eyal Talor,
Ph.D.,
|
2019
|
370,355
|
--
|
9,600
|
1,846,231
|
6,031
|
2,232,217
|
|
Chief Scientific
Officer
|
2018
|
264,927
|
--
|
9,600
|
681,389
|
6,031
|
961,946
|
|
|
|
|
|
|
|
|
|
|
Daniel Zimmerman,
Ph.D.,
|
2019
|
243,551
|
--
|
13,666
|
1,020,094
|
6,031
|
1,283,341
|
|
Senior Vice
President of
|
2018
|
276,159
|
--
|
13,666
|
240,677
|
6,031
|
536,534
|
|
Research,
Cellular
|
|
|
|
|
|
|
|
|
Immunology
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
Cipriano,
|
2019
|
202,651
|
--
|
--
|
998,005
|
31
|
1,200,686
|
|
Senior Vice
President of
|
2018
|
234,207
|
--
|
--
|
282,928
|
31
|
517,166
|
|
Regulatory
Affairs
|
|
|
|
|
|
|
|
(1)
The dollar value of
base salary (cash and non-cash) earned. Beginning in September 2016
to present, these officers have agreed to take less than their
actual salary. As of September 30, 2019, CEL-SCI owed back salaries
to the following employees:
8
|
Name
|
Salary
|
|
Geert
Kersten
|
$
196,546
|
|
Patricia
Prichep
|
114,918
|
|
Eyal
Talor, Ph.D.
|
4,796
|
|
Daniel
Zimmerman, Ph.D.
|
5,194
|
|
John
Cipriano
|
17,811
|
(2)
The dollar value of
bonus (cash and non-cash) earned.
(3)
For all persons
listed in the table, the shares were issued as CEL-SCI's
contribution on behalf of the named officer who participates in
CEL-SCI's 401(k) retirement plan. The value of all stock awarded
during the periods covered by the table is calculated according to
ASC 718-10-30-3 which represented the grant date fair
value.
(4)
The fair value of
all stock options granted during the periods covered by the table
are calculated on the grant date in accordance with ASC 718-10-30-3
which represented the grant date fair value.
(5)
All other
compensation received that CEL-SCI could not properly report in any
other column of the table including the dollar value of any
insurance premiums paid by, or on behalf of, CEL-SCI with respect
to term life insurance for the benefit of the named executive
officer and car allowances paid by CEL-SCI. Includes board of
directors’ fees for Mr. Kersten.
Employee Pension, Profit Sharing or Other Retirement
Plans
CEL-SCI
has a defined contribution retirement plan, qualifying under
Section 401(k) of the Internal Revenue Code and covering
substantially all CEL-SCI’s employees. CEL-SCI’s
contribution to the plan is made in shares of CEL-SCI's common
stock. Each participant's contribution is matched by CEL-SCI with
shares of common stock which have a value equal to 100% of the
participant's contribution, not to exceed the lesser of $1,000 or
6% of the participant's total compensation. CEL-SCI's contribution
of common stock is valued each quarter based upon the closing price
of its common stock. The fiscal 2019 expenses for this plan were
approximately $148,000. Other than the 401(k) Plan, CEL-SCI does
not have a defined benefit, pension plan, profit sharing or other
retirement plan.
9
Compensation of Directors During Year Ended September 30,
2019
|
Name
|
Fees
|
Stock Awards
(1)
|
Option Awards
(2)
|
Total
|
|
Geert
Kersten
|
$
40,000
|
-
|
3,922,841
|
$
3,962,841
|
|
Peter R.
Young
|
50,000
|
-
|
771,852
|
821,852
|
|
Bruno
Baillavoine
|
45,000
|
-
|
771,852
|
816,852
|
|
Robert
Watson
|
45,000
|
-
|
771,852
|
816,852
|
(1)
The fair value of
stock issued for services.
(2)
The fair value of
options granted computed in accordance with ASC 718-10-30-3 on the
date of grant which represents their grant date fair
value.
Directors’
fees paid to Geert Kersten are included in the Executive
Compensation table.
Employment Contracts
Geert Kersten
On
August 31, 2019, CEL-SCI entered into a four-year employment
agreement with Geert Kersten, CEL-SCI’s Chief Executive
Officer. The employment agreement with Mr. Kersten, which is
essentially the same as Mr. Kersten’s prior employment
agreement, as amended on August 30, 2016, provided that, during the
term of the agreement, CEL-SCI would pay Mr. Kersten an annual
salary of $559,052, plus any increases in proportion to salary
increases granted to other senior executive officers of CEL-SCI, as
well any increases approved by the Board of Directors during the
term of the employment agreement.
During
the employment term, Mr. Kersten will be entitled to receive any
other benefits which are provided to CEL-SCI's executive officers
or other full time employees in accordance with CEL-SCI's policies
and practices and subject to Mr. Kersten’s satisfaction of
any applicable conditions of eligibility.
If Mr.
Kersten resigns within ninety (90) days of the occurrence of any of
the following events: (i) a reduction in Mr. Kersten’s salary
(ii) a relocation (or demand for relocation) of Mr. Kersten’s
place of employment to a location more than ten (10) miles from his
current place of employment, (iii) a significant and material
reduction in Mr. Kersten’s authority, job duties or level of
responsibility or the imposition of significant and material
limitations on the Mr. Kersten’s autonomy in his position, or
(iv) a Change in Control, then the employment agreement will be
terminated and Mr. Kersten will be entitled to receive a lump-sum
payment from CEL-SCI equal to 24 months of salary ($1,118,104) and
the unvested portion of any stock options would vest immediately.
For purposes of the employment agreement a change in the control of
CEL-SCI means: (1) the merger of CEL-SCI with another entity if
after such merger the shareholders of CEL-SCI do not own at least
50% of voting capital stock of the surviving corporation; (2) the
sale of substantially all of the assets of CEL-SCI; (3) the
acquisition by any person of more than 50% of CEL-SCI's common
stock; or (4) a change in a majority of CEL-SCI's directors which
has not been approved by the incumbent directors.
The
employment agreement will also terminate upon the death of Mr.
Kersten or Mr. Kersten’s physical or mental
disability.
If the
employment agreement is terminated for any of these reasons, Mr.
Kersten, or his legal representatives, as the case may be, will be
paid the salary provided by the employment agreement through the
date of termination, any options or bonus shares of CEL-SCI then
held by Mr. Kersten will become fully vested and the expiration
date of any options which would expire during the four year period
following his termination of employment will be extended to the
date which is four years after his termination of employment. The
employment agreement will also terminate upon the willful
misconduct, an act of fraud against CEL-SCI, or a breach of the
employment agreement by Mr. Kersten, in which case Mr. Kersten will
be paid the salary provided by the employment agreement through the
date of termination.
10
Patricia B. Prichep / Eyal Talor, Ph.D.
On
August 31, 2019, CEL-SCI entered into a four-year employment
agreement with Patricia B. Prichep, CEL-SCI’s Senior Vice
President of Operations. The employment agreement with Ms. Prichep,
which is essentially the same as Ms. Prichep’s prior
employment agreement entered into on August 30, 2016, provided
that, during the term of the agreement, CEL-SCI would pay Ms.
Prichep an annual salary of $245,804 plus any increases approved by
the Board of Directors during the period of the employment
agreement.
On
August 31, 2019, CEL-SCI entered into a four-year employment
agreement with Eyal Talor, Ph.D., CEL-SCI’s Chief Scientific
Officer. The employment agreement with Dr. Talor, which is
essentially the same as Dr. Talor’s prior employment
agreement entered into on August 30, 2016, provided that, during
the term of the agreement, CEL-SCI would pay Dr. Talor an annual
salary of $303,453 plus any increases approved by the Board of
Directors during the period of the employment
agreement.
If Ms.
Prichep or Dr. Talor resigns within ninety (90) days of the
occurrence of any of the following events: (i) a relocation (or
demand for relocation) of employee’s place of employment to a
location more than ten (10) miles from the employee’s current
place of employment, (ii) a significant and material reduction in
the employee’s authority, job duties or level of
responsibility or (iii) the imposition of significant and material
limitations on the employee’s autonomy in her or his
position, or a Change In Control the employment agreement will be
terminated and the employee will receive a lump-sum payment from
CEL-SCI equal to 18 months of salary ($368,706 and $455,180
respectively). In addition, the unvested portion of any stock
options held by the employee will vest immediately.
For
purposes of the employment agreements, a change in the control of
CEL-SCI means: (1) the merger of CEL-SCI with another entity if
after such merger the shareholders of CEL-SCI do not own at least
50% of voting capital stock of the surviving corporation; (2) the
sale of substantially all of the assets of CEL-SCI; (3) the
acquisition by any person of more than 50% of CEL-SCI's common
stock; or (4) a change in a majority of CEL-SCI's directors which
has not been approved by the incumbent directors.
The
employment agreements with Ms. Prichep and Dr. Talor will also
terminate upon the death of the employee, the employee’s
physical or mental disability, willful misconduct, an act of fraud
against CEL-SCI, or a breach of the employment agreement by the
employee. If the employment agreement is terminated for any of
these reasons the employee, or her or his legal representatives, as
the case may be, will be paid the salary provided by the employment
agreement through the date of termination.
Compensation Committee Interlocks and Insider
Participation
CEL-SCI
has a compensation committee comprised of Mr. Bruno Baillavoine,
Dr. Peter Young and Mr. Robert Watson, all of whom are independent
directors.
During
the year ended September 30, 2019, no executive officer of CEL-SCI
was also a member of the Compensation Committee or as a director of
another entity, which had an executive officer serving as a
director or as a member of the compensation committee of
CEL-SCI.
Stock Option, Bonus and Compensation Plans
CEL-SCI
has Incentive Stock Option Plans, Non-Qualified Stock Option Plans,
Stock Bonus Plans, Stock Compensation Plans and an Incentive Stock
Bonus Plan. All Stock Option, Bonus and Compensation Plans have
been approved by the stockholders. A summary description of these
Plans follows. In some cases these Plans are collectively referred
to as the "Plans".
11
Incentive Stock Option Plan
s.
The Incentive Stock Option Plans authorize the issuance of shares
of CEL-SCI's common stock to persons who exercise options granted
pursuant to the Plans. Only CEL-SCI’s employees may be
granted options pursuant to the Incentive Stock Option
Plans.
Options
may not be exercised until one year following the date of grant.
Options granted to an employee then owning more than 10% of the
common stock of CEL-SCI may not be exercisable by its terms after
five years from the date of grant. Any other option granted
pursuant to the Plans may not be exercisable by its terms after ten
years from the date of grant.
The
purchase price per share of common stock purchasable under an
option is determined by CEL-SCI’s Compensation Committee but
cannot be less than the fair market value of the common stock on
the date of the grant of the option (or 110% of the fair market
value in the case of a person owning more than 10% of CEL-SCI's
outstanding shares).
Non-Qualified Stock Option
Plans
. The Non-Qualified Stock Option Plans authorize the
issuance of shares of CEL-SCI's common stock to persons that
exercise options granted pursuant to the Plans. CEL-SCI's
employees, directors, officers, consultants and advisors are
eligible to be granted options pursuant to the Plans, provided
however that bona fide services must be rendered by such
consultants or advisors and such services must not be in connection
with a capital-raising transaction or promoting CEL-SCI’s
common stock. The option exercise price is determined by
CEL-SCI’s Compensation Committee.
Stock Bonus Plans
. Under the
Stock Bonus Plans shares of CEL-SCI’s common stock may be
issued to CEL-SCI's employees, directors, officers, consultants and
advisors, provided however that bona fide services must be rendered
by consultants or advisors and such services must not be in
connection with a capital-raising transaction or promoting
CEL-SCI’s common stock.
Stock Compensation Plans
. Under
the Stock Compensation Plans, shares of CEL-SCI’s common
stock may be issued to CEL-SCI’s employees, directors,
officers, consultants and advisors in payment of salaries, fees and
other compensation owed to these persons. However, bona fide
services must be rendered by consultants or advisors and such
services must not be in connection with a capital-raising
transaction or promoting CEL-SCI’s common stock.
Incentive Stock Bonus Plan
.
Under the 2014 Incentive Stock Bonus Plan, shares of
CEL-SCI’s common stock may be issued to executive officers
and other employees who contribute significantly to the success of
CEL-SCI. The purpose of the Plan is to provide long term incentives
to persons receiving shares under the Plan for outstanding service
to CEL-SCI and its shareholders, to allow these persons to
participate in CEL-SCI’s future prosperity and growth, to
align their interests with those of CEL-SCI’s shareholders,
and to assist in recruiting and retaining people of outstanding
ability and initiative in executive and management
positions.
Other Information Regarding the
Plans
. The Plans are administered by CEL-SCI's Compensation
Committee (“the Committee”), each member of which is a
director of CEL-SCI.
The members of the
Committee were selected by CEL-SCI's Board of Directors and serve
for a one-year tenure and until their successors are elected. A
member of the Committee may be removed at any time by action of the
Board of Directors. Any vacancies which may occur on the Committee
will be filled by the Board of Directors. The Committee is vested
with the authority to interpret the provisions of the Plans and
supervise the administration of the Plans. In addition, the
Committee is empowered to select those persons to whom shares or
options are to be granted, to determine the number of shares
subject to each grant of a stock bonus or an option and to
determine when, and upon what conditions, shares or options granted
under the Plans will vest or otherwise be subject to forfeiture and
cancellation.
12
In the
discretion of the Committee, any option granted pursuant to the
Plans may include installment exercise terms such that the option
becomes fully exercisable in a series of cumulating portions. The
Committee may also accelerate the date upon which any option (or
any part of any options) is first exercisable. Any shares issued
pursuant to the Stock Bonus Plans or Stock Compensation Plan and
any options granted pursuant to the Incentive Stock Option Plans or
the Non-Qualified Stock Option Plans will be forfeited if the
"vesting" schedule established by the Committee administering the
Plans at the time of the grant is not met. For this purpose,
vesting means the period during which the employee must remain an
employee of CEL-SCI or the period of time a non-employee must
provide services to CEL-SCI. At the time an employee ceases working
for CEL-SCI (or at the time a non-employee ceases to perform
services for CEL-SCI), any shares or options not fully vested will
be forfeited and cancelled. At the discretion of the Committee
payment for the shares of common stock underlying options may be
paid through the delivery of shares of CEL-SCI's common stock
having an aggregate fair market value equal to the option price,
provided such shares have been owned by the option holder for at
least one year prior to such exercise. A combination of cash and
shares of common stock may also be permitted at the discretion of
the Committee.
Options
are generally non-transferable except upon death of the option
holder. Shares issued pursuant to the Stock Bonus Plans will
generally not be transferable until the person receiving the shares
satisfies the vesting requirements imposed by the Committee when
the shares were issued.
The
Board of Directors of CEL-SCI may at any time, and from time to
time, amend, terminate, or suspend one or more of the Plans in any
manner it deems appropriate, provided that such amendment,
termination or suspension will not adversely affect rights or
obligations with respect to shares or options previously
granted.
Stock Options
The
following table show information concerning the options granted
during the fiscal year ended September 30, 2019, to the persons
named below:
Options Granted
|
Name
|
Grant
Date
|
Options
Granted
|
Price Per
Share
|
Expiration
Date
|
|
Geert
Kersten
|
4/11/2019
|
813,180
|
$
5.65
|
4/10/2029
|
|
Patricia
Prichep
|
4/11/2019
|
405,631
|
$
5.65
|
4/10/2029
|
|
Eyal
Talor
|
4/11/2019
|
382,712
|
$
5.65
|
4/10/2029
|
|
Dan
Zimmerman
|
4/11/2019
|
211,459
|
$
5.65
|
4/10/2029
|
|
John
Cipriano
|
4/11/2019
|
206,880
|
$
5.65
|
4/10/2029
|
|
Bruno
Baillavoine
|
4/11/2019
|
160,000
|
$
5.65
|
4/10/2029
|
|
Peter
Young
|
4/11/2019
|
160,000
|
$
5.65
|
4/10/2029
|
|
Robert
Watson
|
4/11/2019
|
160,000
|
$
5.65
|
4/10/2029
|
13
The following table shows the outstanding options held by the
persons named below on September 30, 2019:
|
|
Shares underlying unexercised
|
|
|
|
|
|
Option which are:
|
Exercise
|
Expiration
|
|
|
Name
|
Exercisable
|
Unexercisable
|
Price
|
Date
|
|
Geert
R. Kersten
|
1,200
|
|
120.00
|
07/20/20
|
|
|
1,200
|
|
172.50
|
04/14/21
|
|
|
1,800
|
|
97.50
|
05/17/22
|
|
|
15,752
|
4,248
|
70.00
|
12/17/22
|
|
|
1,800
|
|
52.50
|
06/30/23
|
|
|
3,600
|
|
27.25
|
02/25/24
|
|
|
120,000
|
60,000
|
2.18
|
07/27/27
|
|
|
176,708
|
353,413
|
2.45
|
04/30/28
|
|
|
|
813,180
|
5.65
|
04/10/29
|
|
|
|
|
|
|
|
Patricia
B. Prichep
|
600
|
|
120.00
|
07/20/20
|
|
|
600
|
|
172.50
|
04/14/21
|
|
|
1,200
|
|
97.50
|
05/17/22
|
|
|
6,000
|
|
70.00
|
12/17/22
|
|
|
1,200
|
|
52.50
|
06/30/23
|
|
|
2,400
|
|
27.25
|
02/25/24
|
|
|
80,000
|
40,000
|
2.18
|
07/27/27
|
|
|
74,203
|
148,404
|
2.45
|
04/30/28
|
|
|
|
405,631
|
5.65
|
04/10/29
|
|
|
|
|
|
|
|
Eyal
Talor, Ph.D
|
600
|
|
120.00
|
07/20/20
|
|
|
600
|
|
172.50
|
04/14/21
|
|
|
1,200
|
|
97.50
|
05/17/22
|
|
|
6,000
|
|
70.00
|
12/17/22
|
|
|
1,200
|
|
52.50
|
06/30/23
|
|
|
2,400
|
|
27.25
|
02/25/24
|
|
|
80,000
|
40,000
|
2.18
|
07/27/27
|
|
|
64,645
|
129,289
|
2.45
|
04/30/28
|
|
|
33,334
|
66,666
|
3.55
|
09/20/28
|
|
|
|
382,712
|
5.65
|
04/10/29
|
|
|
|
|
|
|
|
Daniel
Zimmerman, Ph.D
|
600
|
|
120.00
|
07/20/20
|
|
|
600
|
|
172.50
|
04/14/21
|
|
|
900
|
|
97.50
|
05/17/22
|
|
|
900
|
|
52.50
|
06/30/23
|
|
|
1,800
|
|
27.25
|
02/25/24
|
|
|
8,000
|
|
27.50
|
08/05/24
|
|
|
4,000
|
|
15.50
|
06/25/25
|
|
|
4,000
|
|
11.75
|
07/21/26
|
|
|
4,000
|
2,000
|
1.87
|
06/28/27
|
|
|
13,334
|
6,666
|
1.59
|
09/17/27
|
|
|
42,066
|
84,128
|
2.45
|
04/30/28
|
|
|
|
211,459
|
5.65
|
04/10/29
|
|
|
|
|
|
|
|
John
Cipriano
|
600
|
|
120.00
|
07/20/20
|
|
|
600
|
|
172.50
|
04/14/21
|
|
|
900
|
|
97.50
|
05/17/22
|
|
|
900
|
|
57.50
|
06/30/23
|
|
|
1,800
|
|
27.25
|
02/25/24
|
|
|
60,000
|
30,000
|
2.18
|
07/27/27
|
|
|
49,449
|
98,898
|
2.45
|
04/30/28
|
|
|
|
206,880
|
5.65
|
04/10/29
|
14
Summary
. The following shows
certain information as of September 30, 2019 concerning the stock
options and stock bonuses granted by CEL-SCI. Each option
represents the right to purchase one share of CEL-SCI's common
stock.
|
Name of
Plan
|
Total Shares
Reserved Under Plans
|
Shares Reserved
for Outstanding Options
|
Shares
Issued
|
Remaining
Options/Shares Under Plans
|
|
|
|
|
|
|
|
Incentive Stock
Option Plans
|
138,400
|
89,895
|
N/A
|
213
|
|
Non-Qualified Stock
Option Plans
|
6,387,200
|
6,128,321
|
N/A
|
112,166
|
|
Stock Bonus
Plans
|
783,760
|
N/A
|
331,226
|
452,501
|
|
Stock Compensation
Plans
|
634,000
|
N/A
|
130,183
|
485,407
|
|
Incentive Stock
Bonus Plan
|
640,000
|
N/A
|
616,500
|
23,500
|
Of the
shares issued pursuant to CEL-SCI's Stock Bonus Plans, 248,904
shares were issued as part of CEL-SCI's contribution to its 401(k)
plan.
The
following table shows the weighted average exercise price of the
outstanding options granted pursuant to CEL-SCI’s Incentive
and Non-Qualified Stock Option Plans as of September 30, 2019,
CEL-SCI’s most recent fiscal year end. CEL-SCI’s
Incentive and Non-Qualified Stock Option Plans have been approved
by CEL-SCI's shareholders.
|
Plan
category
|
Number of
Securities to be Issued Upon Exercise of Outstanding Options
(a)
|
Weighted-Average
Exercise Price of Outstanding Options
|
Number of
Securities Remaining Available For Future Issuance Under Equity
Compensation Plans, Excluding Securities
Reflected in
Column (a)
|
|
|
|
|
|
|
Incentive Stock
Option Plans
|
89,895
|
$
36.26
|
213
|
|
Non-Qualified Stock
Option Plans
|
6,128,216
|
$
5.09
|
112,166
|
Compensation Committee
During
the year ending September 30, 2019, CEL-SCI had a Compensation
Committee which was comprised of Peter Young, Bruno Baillavoine and
Robert Watson. During the year ended September 30, 2019, the
Compensation Committee formerly met on 2 occasions.
The
following is the report of the Compensation Committee:
The key
components of CEL-SCI’s executive compensation program
include annual base salaries and long-term incentive compensation
consisting of stock options. It is CEL-SCI’s policy to target
compensation (i.e., base salary, stock option grants and other
benefits) at approximately the median of comparable companies in
the biotechnology field. Accordingly, data on compensation
practices followed by other companies in the biotechnology industry
is considered.
15
CEL-SCI’s
long-term incentive program formerly consisted of periodic grants
of stock options with an exercise price equal to the fair market
value of CEL-SCI’s common stock at the close of the previous
trading day. To encourage retention, the ability to exercise
options granted under the program is subject to vesting
restrictions. Decisions made regarding the timing and size of
option grants take into account the performance of both CEL-SCI and
the employee, “competitive market” practices, and the
size of the option grants made in prior years. The weighting of
these factors varied and was subjective.
On
August 31, 2019, CEL-SCI entered into a four-year employment
agreement with Geert Kersten, CEL-SCI’s Chief Executive
Officer. The employment agreement with Mr. Kersten, which is
essentially the same as Mr. Kersten’s prior employment
agreement, as amended on August 30, 2016, provided that, during the
term of the agreement, CEL-SCI would pay Mr. Kersten an annual
salary of $559,052, plus any increases in proportion to salary
increases granted to other senior executive officers of CEL-SCI, as
well any increases approved by the Board of Directors during the
period of the employment agreement.
On
August 31, 2019, CEL-SCI entered into a four-year employment
agreement with Patricia B. Prichep, CEL-SCI’s Senior Vice
President of Operations. The employment agreement with Ms. Prichep,
which is essentially the same as Ms. Prichep’s prior
employment agreement entered into on August 30, 2016 provided that,
during the term of the agreement, CEL-SCI would pay Ms. Prichep an
annual salary of $245,804 plus any increases approved by the Board
of Directors during the period of the employment
agreement.
On
August 31, 2019, CEL-SCI entered into a four-year employment
agreement with Eyal Talor, Ph.D., CEL-SCI’s Chief Scientific
Officer. The employment agreement with Dr. Talor, which is
essentially the same as Dr. Talor’s prior employment
agreement entered into on August 30, 2016, provided that, during
the term of the agreement, CEL-SCI would pay Dr. Talor an annual
salary of $303,453 plus any increases approved by the Board of
Directors during the period of the employment
agreement.
During
the year ending September 30, 2019, the compensation paid to
CEL-SCI’s other executive officers was based on a variety of
factors, including the performance in the executive's area of
responsibility, the executive's individual performance, the
executive's experience in his or her role, the executive's length
of service with CEL-SCI, the achievement of specific goals
established for CEL-SCI and its business, and, in certain
instances, the achievement of individual goals.
Financial or
stockholder value performance comparisons were not used to
determine the compensation of CEL-SCI’s other executive
officers since CEL-SCI’s financial performance and
stockholder value are influenced to a substantial degree by
external factors and as a result comparing the compensation payable
to the other executive officers to CEL-SCI’s financial or
stock price performance can be misleading.
During
the year ended September 30, 2019, CEL-SCI granted options for the
purchase of 2,019,862 shares of CEL-SCI’s common stock to
CEL-SCI’s executive officers. In granting the options to
CEL-SCI’s executive officers, the Board of Directors
considered the same factors which were used to determine the cash
compensation paid to such officers.
Except
as otherwise disclosed in this proxy statement, during the year
ended September 30, 2019, CEL-SCI did not issue any shares of its
common stock to its officers or directors in return for services
provided to CEL-SCI.
16
The
foregoing report has been approved by the members of the
Compensation Committee:
Peter
Young
Bruno
Baillavoine
Robert
Watson
CEL-SCI’s
Compensation Committee Charter can be reviewed at CEL-SCI’s
website:
https://cel-sci.com/new-investor-information/#corporategovernance
.
Audit Committee
During
the year ended September 30, 2019, CEL-SCI had an Audit Committee
comprised of Peter Young, Bruno Baillavoine and Robert Watson. All
members of the Audit Committee were independent as defined by
Section 803 of the NYSE American Listing Standards. Dr. Young
serves as the audit committee’s financial expert. The purpose
of the Audit Committee is to review and approve the selection of
CEL-SCI’s independent registered public accounting firm and
review CEL-SCI’s financial statements with CEL-SCI’s
independent registered public accounting firm.
During
the fiscal year ended September 30, 2019, the Audit Committee met
four times. All the members of the Audit Committee attended these
meetings.
The
following is the report of the Audit Committee:
(1)
The Audit Committee
reviewed and discussed CEL-SCI’s audited financial statements
for the year ended September 30, 2019 with CEL-SCI’s
management.
(2)
The Audit Committee
discussed with CEL-SCI’s independent registered public
accounting firm the matters required to be discussed by PCAOB
(Public Company Accounting Oversight Board) Standard No. 16
“Communication with Audit Committees”.
(3)
The Audit Committee
has received the written disclosures and the letter from
CEL-SCI’s independent registered public accounting firm
required by PCAOB independence standards, and discussed with
CEL-SCI’s independent registered public accounting firm the
independent registered public accounting firm’s independence;
and
(4)
Based on the review
and discussions referred to above, the Audit Committee recommended
to the Board of Directors that the audited financial statements be
included in CEL-SCI’s Annual Report on Form 10-K for the year
ended September 30, 2019 for filing with the Securities and
Exchange Commission.
(5)
During the year
ended September 30, 2019, CEL-SCI paid BDO USA, LLP,
CEL-SCI’s independent registered public accounting firm, fees
for professional services rendered for the audit of CEL-SCI’s
annual financial statements, the reviews of the financial
statements included in CEL-SCI’s 10-Q reports for the fiscal
year, all other 1934 Act filings and reviews of CEL-SCI’s
registration statements filed with the Securities and Exchange
Commission. The Audit Committee is of the opinion that these fees
are consistent with BDO USA, LLP maintaining its independence from
CEL-SCI.
17
The
foregoing report has been approved by the members of the Audit
Committee:
Peter
Young
Bruno
Baillavoine
Robert
Watson
CEL-SCI’s
Board of Directors has adopted a written charter for the Audit
Committee. CEL-SCI’s Audit Committee Charter can be reviewed
at CEL-SCI’s website:
https://cel-sci.com/new-investor-information/#corporategovernance
.
PROPOSAL TO APPROVE THE ADOPTION OF THE
2020 NON-QUALIFIED STOCK OPTION PLAN
Shareholders are
being requested to approve the adoption of CEL-SCI’s 2020
Non-Qualified Stock Option Plan. CEL-SCI’s employees,
directors, officers, consultants, and advisors are eligible to be
granted options pursuant to the 2020 Non-Qualified Plan as may be
determined by CEL-SCI’s Board of Directors or the
Compensation Committee, provided however that bona fide services
must be rendered by consultants or advisors and such services must
not be in connection with the offer or sale of securities in a
capital-raising transaction or promoting CEL-SCI’s common
stock.
The
2020 Non-Qualified Plan authorizes the issuance of up to 3,600,000
shares of CEL-SCI’s common stock to persons that exercise
options granted pursuant to the Plan. As of February 21, 2020,
CEL-SCI had not granted any options to purchase shares of common
stock under the 2020 Non-Qualified Stock Option Plan.
The
2020 Non-Qualified Plan will function and be administered in the
same manner as CEL-SCI’s 2019 Non-Qualified Plan, including
provisions providing that any options granted pursuant to the 2020
Plan must have a minimum vesting period of one year and the
exercise price of any options granted pursuant to 2020 Plan may not
be changed, except in the case of stock splits, reorganizations or
recapitalizations. There are no provisions requiring CEL-SCI to pay
cash for an option under any circumstances. The Board of Directors
recommends that the shareholders of CEL-SCI approve the adoption of
the 2020 Non-Qualified Stock Option Plan.
ADVISORY VOTE ON EXECUTIVE COMPENSATION
CEL-SCI
is offering its shareholders an opportunity to cast a non-binding
advisory vote to approve the compensation of CEL-SCI’s
executive officers, as disclosed in this proxy statement, (commonly
referred to as a “say-on-pay” vote). Although the vote
is non-binding, CEL-SCI values continuing and constructive feedback
from its shareholders on compensation and other important matters.
The Board of Directors and the Compensation Committee will consider
the voting results when making future compensation
decisions.
Accordingly,
CEL-SCI asks its shareholders to vote for the following resolution
at the annual meeting:
“RESOLVED,
that CEL-SCI’s shareholders approve, on a non-binding
advisory basis, the compensation of CEL-SCI’s executive
officers, as disclosed in CEL-SCI’s proxy statement for the
2020 Annual Meeting of Shareholders pursuant to the compensation
disclosure rules of the Securities and Exchange Commission,
including the Summary Compensation Table and the other related
tables and narrative disclosure in CEL-SCI’s proxy
statement.”
18
To the
extent there is any significant vote against the named executive
officers' compensation as disclosed in this proxy statement,
CEL-SCI’s Board of Directors and its Compensation Committee
will consider shareholders’ concerns and the Compensation
Committee will evaluate whether any actions are necessary to
address those concerns.
The
Board of Directors recommends that the shareholders approve on a
nonbinding advisory basis the aforementioned resolution approving
the compensation of CEL-SCI’s executive officers set forth in
this proxy statement.
ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE
ON EXECUTIVE COMPENSATION
CEL-SCI
is offering its shareholders an opportunity to cast an advisory
vote on whether a non-binding advisory vote to approve the
compensation of CEL-SCI’s executive officers should occur
every one, two or three years. Although the vote is non-binding,
CEL-SCI values continuing and constructive feedback from its
shareholders on executive compensation and other important matters.
The Board of Directors and the Compensation Committee will take
into consideration the voting results when determining how often a
non-binding advisory vote to approve the compensation of the
Company’s named executive officers should occur.
The
Board of Directors recommends that the shareholders of CEL-SCI cast
a vote of “3 Years” on the frequency of holding an
advisory vote on executive compensation.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Board of Directors has selected BDO USA, LLP, an independent
registered public accounting firm, to audit the books and records
of CEL-SCI and the Company’s internal control over financial
reporting for the fiscal year ending September 30, 2020. A
representative of BDO USA, LLP is expected to be present at the
shareholders’ meeting.
BDO
USA, LLP served as CEL-SCI’s auditors for the years ended
September 30, 2019 and 2018. The following table shows the
aggregate fees billed to CEL-SCI during these years by BDO USA,
LLP:
|
|
Year Ended
September 30,
|
|
|
|
2019
|
2018
|
|
Audit
Fees
|
$
363,000
|
$
445,000
|
|
Audit Related
Fees
|
-
|
-
|
|
Tax
Fees
|
-
|
-
|
|
All Other
Fees
|
-
|
-
|
Audit
fees represent amounts billed for professional services rendered
for the audit of CEL-SCI’s annual financial statements and
the Company’s internal control over financial reporting, the
reviews of the financial statements included in CEL-SCI’s
10-Q reports for the fiscal year, all other 1934 Act filings and
reviews of CEL-SCI’s registration statements filed with the
Securities and Exchange Commission.
Before
BDO USA, LLP was engaged by CEL-SCI to render audit or non-audit
services, the engagement was approved by CEL-SCI’s audit
committee. CEL-SCI’s Board of Directors is of the opinion
that the Audit Fees charged by BDO USA, LLP are consistent with BDO
USA, LLP maintaining its independence from CEL-SCI.
19
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
CEL-SCI’s
Annual Report on Form 10-K and 10-K/A for the year ending September
30, 2019 is available at
https://cel-sci.com/sec-filings/
.
SHAREHOLDER PROPOSALS
Any
shareholder proposal which may properly be included in the proxy
solicitation material for the annual meeting of shareholders
following CEL-SCI’s fiscal year ending September 30, 2020
must be received by the Secretary of CEL-SCI no later than January
2, 2021.
GENERAL
The
cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in
connection with solicitation of proxies will be paid by CEL-SCI
including any additional solicitation made by letter or telephone.
Failure of a quorum to be present at the meeting will necessitate
adjournment and will subject CEL-SCI to additional
expense.
CEL-SCI’s
Board of Directors does not intend to present and does not have
reason to believe that others will present any other items of
business at the annual meeting. However, if other matters are
properly presented to the meeting for a vote, the proxies will be
voted upon such matters in accordance with the judgment of the
persons acting under the proxies.
Please complete, sign and return the attached proxy
promptly
20
CEL-SCI CORPORATION
2020 NON-QUALIFIED STOCK OPTION PLAN
1.
Purpose
. This Non-Qualified
Stock Option Plan (the "Plan") is intended to advance the interests
of CEL-SCI Corporation (the “Company”) and its
shareholders, by encouraging and enabling selected officers,
directors, consultants and key employees upon whose judgment,
initiative and effort the Company is largely dependent for the
successful conduct of its business, to acquire and retain a
proprietary interest in the Company by ownership of its stock.
Options granted under the Plan are intended to be Options which do
not meet the requirements of Section 422 of the Internal Revenue
Code of 1954, as amended (the "Code").
2.
Definitions
.
a)
"Board" means the
Board of Directors of the Company.
b)
"Committee" means
the directors duly appointed to administer the Plan.
c)
"Common Stock"
means the Company's Common Stock.
d)
"Date of Grant"
means the date on which an Option is granted under the
Plan.
e)
"Option" means an
Option granted under the Plan.
f)
"Optionee" means a
person to whom an Option, which has not expired, has been granted
under the Plan.
g)
"Successor" means
the legal representative of the estate of a deceased optionee or
the person or persons who acquire the right to exercise an Option
by bequest or inheritance or by reason of the death of any
Optionee.
3.
Administration of Plan
. The
Plan shall be administered by the Company's Board of Directors or
in the alternative, by a committee of two or more directors
appointed by the Board (the "Committee"). If a Committee should be
appointed, the Committee shall report all action taken by it to the
Board. The Committee shall have full and final authority in its
discretion, subject to the provisions of the Plan, to determine the
individuals to whom and the time or times at which Options shall be
granted and the number of shares and purchase price of Common Stock
covered by each Option; to construe and interpret the Plan; to
determine the terms and provisions of the respective Option
agreements, which need not be identical, including, but without
limitation, terms covering the payment of the Option Price; and to
make all other determinations and take all other actions deemed
necessary or advisable for the proper administration of the Plan.
All such actions and determinations shall be conclusively binding
for all purposes and upon all persons.
4.
Common Stock Subject to
Options
. The aggregate number of shares of the Company's
Common Stock which may be issued upon the exercise of Options
granted under the Plan shall not exceed 3,600,000. The shares of
Common Stock to be issued upon the exercise of Options may be
authorized but unissued shares, shares issued and reacquired by the
Company or shares bought on the market for the purposes of the
Plan. In the event any Option shall, for any reason, terminate or
expire or be surrendered without having been exercised in full, the
shares subject to such Option but not purchased thereunder shall
again be available for Options to be granted under the
Plan.
21
5.
Participants
. Options may be
granted under the Plan to employees, directors and officers, and
consultants or advisors to the Company (or the Company’s
subsidiaries), provided however that bona fide services shall be
rendered by such consultants or advisors and such services must not
be in connection with the offer or sale of securities in a
capital-raising transaction and do not directly or indirectly
promote or maintain a market for the Company’s
securities.
6.
Terms and Conditions of
Options
. Any Option granted under the Plan shall be
evidenced by an agreement executed by the Company and the recipient
and shall contain such terms and be in such form as the Committee
may from time to time approve, subject to the following limitations
and conditions:
a)
Option Price
. The Option Price
per share with respect to each Option shall be determined by the
Committee.
The option price of any
options granted pursuant to the Plan may not be changed, except in
the case of stock splits, reorganizations or
recapitalizations.
b)
Period of Option
. The period
during which each option may be exercised, and the expiration date
of each Option shall be fixed by the Committee, but,
notwithstanding any provision of the Plan to the contrary, such
expiration date shall not be more than ten years from the date of
Grant.
c)
Vesting of Shareholder Rights
.
Neither an Optionee nor his successor shall have any rights as a
shareholder of the Company until the certificates evidencing the
shares purchased are properly delivered to such Optionee or his
successor.
d)
Exercise of Option
. Each Option
shall be exercisable from time to time during a period (or periods)
determined by the Committee, and ending upon the expiration or
termination of the Option; provided, however, (1) the Committee
may, by the provisions of any Option Agreement, limit the number of
shares purchasable thereunder in any period or periods of time
during which the Option is exercisable, and (2) no option may be
exercised until one year after the date of grant.
e)
Nontransferability of Option
.
No Option shall be transferable or assignable by an Optionee,
otherwise than by will or the laws of descent and distribution and
each Option shall be exercisable, during the Optionee's lifetime,
only by him. No Option shall be pledged or hypothecated in any way
and no Option shall be subject to execution, attachment, or similar
process except with the express consent of the
Committee.
f)
Death of Optionee.
In the event
of the death of an Optionee, all unvested options will vest and an
option theretofore granted to the Optionee shall be exercisable
only by the person or persons to whom the Optionee’s rights
under the option shall pass by the Optionee’s will or by the
laws of descent and distribution.
g)
Payment for Options
. The
Corporation is not required
to pay
cash for an option under any circumstances.
22
7.
Reclassification, Consolidation, or
Merger
. If and to the extent that the number of issued
shares of Common Stock of the Corporation shall be increased or
reduced by change in par value, split up, reclassification,
distribution of a dividend payable in stock, or the like, the
number of shares which may be issued upon the exercise of any
Options which may be granted pursuant to this Plan, the number of
shares issuable upon the exercise of any Option previously granted
and the Exercise Price of any Option previously granted, shall be
proportionately adjusted by the Committee, whose determination
shall be conclusive. If the Corporation is reorganized or
consolidated or merged with another corporation, an Optionee
granted an Option hereunder shall be entitled to receive Options
covering shares of such reorganized, consolidated, or merged
company in the same proportion, at an equivalent price, and subject
to the same conditions. The new Option or assumption of the old
Option shall not give Optionee additional benefits which he did not
have under the old Option, or deprive him of benefits which he had
under the old Option.
8.
Restrictions on Issuing Shares
.
The exercise of each Option shall be subject to the condition that
if at any time the Company shall determine in its discretion that
the satisfaction of withholding tax or other withholding
liabilities, or that the listing, registration, or qualification of
any shares otherwise deliverable upon such exercise upon any
securities exchange or under any state or federal law, or that the
consent or approval of any regulatory body, is necessary or
desirable as a condition of, or in connection with, such exercise
or the delivery or purchase of shares purchased thereto, then in
any such event, such exercise shall not be effective unless such
withholding, listing, registration, qualification, consent, or
approval shall have been effected or obtained free of any
conditions not acceptable to the Company.
Unless
the shares of stock covered by the Plan have been registered with
the Securities and Exchange Commission pursuant to Section 5 of the
Securities Act of l933, each optionee shall, by accepting an
option, represent and agree, for himself and his transferrees by
will or the laws of descent and distribution, that all shares of
stock purchased upon the exercise of the option will be acquired
for investment and not for resale or distribution. Upon such
exercise of any portion of an option, the person entitled to
exercise the same shall, upon request of the Company, furnish
evidence satisfactory to the Company (including a written and
signed representation) to the effect that the shares of stock are
being acquired in good faith for investment and not for resale or
distribution. Furthermore, the Company may, if it deems
appropriate, affix a legend to certificates representing shares of
stock purchased upon exercise of options indicating that such
shares have not been registered with the Securities and Exchange
Commission and may so notify the Company's transfer agent. Such
shares may be disposed of by an optionee in the following manner
only: (l) pursuant to an effective registration statement covering
such resale or reoffer, (2) pursuant to an applicable exemption
from registration as indicated in a written opinion of counsel
acceptable to the Company, or (3) in a transaction that meets all
the requirements of Rule l44 of the Securities and Exchange
Commission. If shares of stock covered by the Plan have been
registered with the Securities and Exchange Commission, no such
restrictions on resale shall apply, except in the case of optionees
who are directors, officers, or principal shareholders of the
Company. Such persons may dispose of shares only by one of the
three aforesaid methods.
9.
Use of Proceeds
. The proceeds
received by the Company from the sale of Common Stock pursuant to
the exercise of Options granted under the Plan shall be added to
the Company's general funds and used for general corporate
purposes.
10.
Amendment, Suspension, and Termination
of Plan
. The Board of Directors may alter, suspend, or
discontinue the Plan at any time.
23
Unless
the Plan shall theretofore have been terminated by the Board, the
Plan shall terminate ten years after the adoption of the Plan. No
Option may be granted during any suspension or after the
termination of the Plan. No amendment, suspension, or termination
of the Plan shall, without an Optionee's consent, alter or impair
any of the rights or obligations under any Option theretofore
granted to such Optionee under the Plan.
11.
Limitations
. Every right of
action by any person receiving options pursuant to this Plan
against any past, present or future member of the Board, or any
officer or employee of the Company arising out of or in connection
with this Plan shall, irrespective of the place where such action
may be brought and irrespective of the place of residence of any
such director, officer or employee cease and be barred by the
expiration of one year from the date of the act or omission in
respect of which such right of action arises.
12.
Governing Law
. The Plan shall
be governed by the laws of the State of Colorado.
13.
Expenses of Administration
. All
costs and expenses incurred in the operation and administration of
this Plan shall be borne by the Company.
24
CEL-SCI CORPORATION PROXY
This Proxy is solicited by CEL-SCI’s Board of
Directors
The undersigned
stockholder of CEL-SCI acknowledges receipt of the Notice of the
Annual Meeting of Stockholders to be held April 17, 2020, 10:30
a.m. local time, at 4820-C Seton Drive, Baltimore, MD 21215, and
hereby appoints Geert R. Kersten with the power of substitution, as
Attorney and Proxy to vote all the shares of the undersigned at
said annual meeting of stockholders and at all adjournments
thereof, hereby ratifying and confirming all that said Attorney and
Proxy may do or cause to be done by virtue hereof. The above named
Attorney and Proxy is instructed to vote all of the undersigned's
shares as follows:
The Board
of Directors recommends a vote
FOR
all the nominees listed
below:
(1)
To elect the persons who shall
constitute CEL-SCI's Board of Directors for the ensuing
year.
□ FOR
all nominees listed below
(except as marked to the contrary below)
□
WITHHOLD AUTHORITY to vote for all nominees
listed below
(INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)
Nominees
:
Geert R.
Kersten
Peter R.
Young
Bruno
Baillavoine
Robert
Watson
The Board
of Directors recommends you vote
FOR
Proposals 2, 3 and 5 and
for
EVERY
3 YEARS
for
Proposal 4;
(2)
To approve 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. □ FOR □ AGAINST
□ ABSTAIN
(3)
To approve, on a non-binding
advisory basis, the compensation of CEL-SCI’s executive
officers. □ FOR □ AGAINST
□ ABSTAIN
(4)
To approve, on a non-binding
advisory basis, the frequency of the advisory vote regarding the
compensation of CEL-SCI’s executive
officers. □ EVERY YEAR □ EVERY TWO YEARS
□ EVERY THREE YEARS □ ABSTAIN
(5)
To ratify the appointment of
BDO USA, LLP as CEL-SCI’s independent registered public
accounting firm for the fiscal year ending September 30,
2020. □ FOR □ AGAINST
□ ABSTAIN
To transact such
other business as may properly come before the meeting or any
adjournments or postponements thereof.
THIS PROXY, WHEN
PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED
STOCK
HOLDER. IF NO DISCRETION
IS INDICATED, THIS PROXY WILL BE VOTED IN FAVOR OF ALL NOMINEES TO
THE BOARD OF DIRECTORS AND PROPOSALS 2, 3 AND 5 AND FOR THE
FREQUENCY OF “EVERY 3 YEARS” ON PROPOSAL
4.
Directions to the
Annual Meeting can be found at
https://cel-sci.com/new-investor-information/.
|
|
Dated this __day of __________
2020.
(Signature)
(Signature)
|
Please sign your
name exactly as it appears on your stock certificate. If shares are
held jointly, each holder should sign. Executors, trustees, and
other fiduciaries should so indicate when signing.
Please Sign, Date
and Return this Proxy so that your shares may be voted at the
meeting.
Send the proxy by
regular mail, email, or fax to:
CEL-SCI Corporation
Attn: Gavin de Windt
8229 Boone Blvd., #802
Vienna, VA 22182
Phone: 703-506-9460
Fax: 703-506-9471
Email:
gdewindt@cel-sci.com
IMPORTANT ANNUAL STOCKHOLDERS’
MEETING INFORMATION — YOUR VOTE COUNTS!
Stockholder
Meeting Notice
Important Notice Regarding the Availability of Proxy Materials for
the
|
CEL-SCI
Corporation Annual Stockholders’ Meeting to be Held on April
17, 2020.
|
Under
Securities and Exchange Commission rules, you are receiving this
notice that the proxy materials for the annual stockholders’
meeting are available on the Internet. Follow the instructions
below to view the materials and vote online or request a copy. The
items to be voted on and location of the annual meeting are on the
reverse side. Your vote is important!
This
communication presents only an overview of the more complete proxy
materials that are available to you on the Internet. We encourage
you to access and review all of the important information contained
in the proxy materials before voting. The proxy statement, annual
report and letter to shareholders are available at:
|
www.envisionreports.com/CVM
|
Easy
Online Access — A Convenient Way to View Proxy Materials and
Vote
When
you go online to view materials, you can also vote your
shares.
Step 1:
Go to
www.envisionreports.com/CVM
to view
the materials
.
Step 2:
Click on
Cast Your Vote or Request
Materials
.
Step 3:
Follow the instructions on the screen to log
in.
Step 4:
Make your selection as instructed on each screen
to select delivery preferences and vote.
When
you go online, you can also help the environment by consenting to
receive electronic delivery of future materials.
Obtaining
a Copy of the Proxy Materials - If you want to receive a paper or
e-mail copy of these documents, you must request one. There is no
charge to you for requesting a copy. Please make your request for a
copy as instructed on the reverse side on or before April 5, 2020
to facilitate timely delivery.
|
Stockholders’ Meeting Notice
|
CEL-SCI
Corporation’s Annual Meeting of Stockholders will be held at
4820-C Seton Drive, Baltimore, MD 21215, on April 17, 2020, at
10:30 a.m. local time.
Proposals
to be voted on at the meeting are listed below, along with the
Board of Directors’ recommendations.
The
Board of Directors recommends that you vote FOR the
following:
(1) To elect
the persons who shall constitute CEL-SCI's Board of Directors for
the ensuing year.
The
Board of Directors recommends you vote FOR Proposals 2, 3 and 5 and
for 3 YEARS for Proposal 4:
(2)
To approve 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)
To approve, on a
non-binding advisory basis, the compensation of CEL-SCI’s
executive officers.
(4)
To approve, on a
non-binding advisory basis, the frequency of the advisory vote
regarding the compensation of CEL-SCI’s executive
officers.
(5)
To ratify the
appointment of BDO USA, LLP as CEL-SCI’s independent
registered public accounting firm for the fiscal year ending
September 30, 2020
To
transact such other business as may properly come before the
meeting
or any
adjournments or postponements thereof.
PLEASE
NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your
shares you must vote online or request a paper copy of the proxy
materials to receive a proxy card. If you wish to attend and vote
at the meeting, please bring this notice with you.
Directions to attend the meeting
can be found on our website at
https://cel-sci.com/new-investor-information/
.
Here’s
how to order a copy of the proxy materials and select a future
delivery preference:
Paper copies:
Current and future paper delivery
requests can be submitted via the telephone, Internet or email
options below.
Email copies:
Current and future email delivery
requests must be submitted via the Internet by following the
instructions below.
If
you request an email copy of current materials you will receive an
email with a link to the materials.
PLEASE NOTE:
You must use the number in the shaded
bar on the reverse side when requesting a set of proxy
materials.
_
Internet
- Go to
www.envisionreports.com/CVM
.
Click Cast Your Vote or Request Materials. Follow the instructions
to log in and order a paper or email copy of the current meeting
materials and submit your preference for email or paper delivery of
future meeting materials.
_
Telephone
- Call us free of charge at
1-866-641-4276 using a touch-tone phone and follow the instructions
to log in and order a paper copy of the materials by mail for the
current meeting. You can also submit a preference to receive a
paper copy or be emailed a copy for future
meetings.
_
Email
- Send email to
investorvote@computershare.com with “Proxy Materials CEL-SCI
Corporation” in the subject line. Include in the message your
full name and address, plus the number located in the shaded bar on
the reverse, and state in the email that you want a paper copy or
be emailed a copy of current meeting materials. You can also state
your preference to receive a paper copy or be emailed a copy for
future meetings.
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