CEL‑SCI Corp Elects Directors, Approves 2026 Equity Plans & Ratifies Auditor

What Happened
CEL‑SCI Corp held its annual meeting on August 14, 2026 and reported the results on Form 8‑K. Shareholders elected three directors for the coming year: Geert Kersten (4,371,909 votes for; 478,675 withheld; 4,365,596 broker non‑votes), Bruno Baillavoine (2,188,254 for; 2,662,330 withheld; 4,365,596 broker non‑votes) and Robert Watson (2,062,150 for; 2,788,434 withheld; 4,365,596 broker non‑votes). Shareholders also approved the company’s 2026 Non‑Qualified Stock Option Plan and 2026 Stock Bonus Plan, approved (non‑binding) executive compensation, selected the frequency of the advisory compensation vote, and ratified BDO USA, LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2026.

Key Details

• Election tallies: Geert Kersten — 4,371,909 for / 478,675 withheld; Bruno Baillavoine — 2,188,254 for / 2,662,330 withheld; Robert Watson — 2,062,150 for / 2,788,434 withheld. Broker non‑votes for each director: 4,365,596.
• Proposal outcomes (votes excluding broker non‑votes unless noted):
  • 2026 Non‑Qualified Stock Option Plan: For 3,654,395; Against 1,144,219; Abstain 51,970; Broker non‑votes 4,365,596.
  • 2026 Stock Bonus Plan: For 3,793,843; Against 997,808; Abstain 58,933; Broker non‑votes 4,365,596.
  • Advisory vote on executive compensation (non‑binding): For 3,777,031; Against 1,010,124; Abstain 63,429; Broker non‑votes 4,365,596.
  • Auditor ratification (BDO USA, LLP): For 8,638,163; Against 364,150; Abstain 213,867.
• Advisory vote on frequency of executive compensation votes: shareholders favored a three‑year frequency (3, years = 2,668,661 votes) over one‑year (1,692,789) and two‑years (158,296); abstain 330,838; broker non‑votes 4,365,596.

Why It Matters

• Board composition and vote splits: The vote totals show strong support for Geert Kersten but notably lower “for” votes for Bruno Baillavoine and Robert Watson, which may reflect differing shareholder views on board makeup. Large broker non‑vote totals indicate many shares were held by brokers without voting instructions, which can affect outcomes.
• Equity plans and compensation: Approval of the 2026 stock option and stock bonus plans allows the company to grant equity‑based compensation going forward, which can dilute shares and affect executive incentives—important for shareholders to monitor.
• Auditor ratification and advisory vote frequency: Ratifying BDO USA, LLP confirms the auditor for FY2026 reporting. Shareholders selected a triennial (every three years) advisory vote on executive compensation; while non‑binding, this signals investor preference on how often pay should be reviewed.