NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 22, 2016
To the Shareholders:
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 July 22, 2016 at 10:00 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 2016 Incentive Stock Option Plan which provides that up to 1,500,000 shares of common stock may be issued upon the exercise of options granted pursuant to the Incentive Stock Option Plan;
(3) to approve the adoption of CEL-SCI's 2016 Non-Qualified Stock Option Plan which provides that up to 2,000,000 shares of common stock may be issued upon the exercise of options granted pursuant to the Non-Qualified Stock Option Plan;
(4) to approve the adoption of CEL-SCI's 2016 Stock Bonus Plan which provides that up to 2,000,000 shares of common stock may be issued to persons granted stock bonuses pursuant to the Stock Bonus Plan;
(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, 2016;
to transact such other business as may properly come before the meeting or any adjournments or postponements thereof.
May 20, 2016 is the record date for the determination of shareholders entitled to notice of and to vote at such meeting. Shareholders are entitled to one vote for each share held. As of May 20, 2016 there were 134,955,476 outstanding shares of CEL-SCI's common stock.
CEL-SCI CORPORATION
June 9, 2016 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 July 22, 2016. This Proxy Statement and our Form 10-K are available at: www.irdirect.net/cvm/sec_filings/
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:
