Not independent
Tenure on this board
31.6 yrs
3 nominees · 6 ballot items.
Election of three directors; approval of the 2026 Non‑Qualified Stock Option Plan and the 2026 Stock Bonus Plan; non‑binding approval of executive compensation and the frequency of such advisory votes (board recommends every 3 years); and ratification of BDO USA, P.C. as independent auditors.
Elect three nominees (Geert R. Kersten, Bruno Baillavoine, Robert Watson) to the Board of Directors to serve until the next annual meeting.
Authorize adoption of the 2026 Non‑Qualified Stock Option Plan, permitting issuance of up to 2,600,000 option shares to employees, directors, officers, consultants and advisors, to be administered by the Board or a committee under described terms.
Authorize adoption of the 2026 Stock Bonus Plan, authorizing issuance of up to 400,000 shares as stock bonuses to employees, directors, officers, consultants and advisors and to allow contributions to the 401(k) plan in stock.
Non-binding advisory vote to approve the compensation of CEL-SCI’s executive officers as disclosed in the proxy statement, including the Summary Compensation Table and related narrative.
Non-binding advisory vote for shareholders to indicate whether the say-on-pay advisory vote should occur every 1, 2, or 3 years; the Board recommends a frequency of every 3 years.
Ratify the appointment of BDO USA, P.C. as CEL-SCI’s independent registered public accounting firm for the fiscal year ending September 30, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RENAISSANCE TECHNOLOGIES LLC | 3.25% | 572,460 | $595K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.09% | 543,079 | $565K |
| 3 | CITADEL ADVISORS LLC | 1.13% | 198,500 | $206K |
| 4 | MAI Capital Management | 0.62% | 108,280 | $113K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.39% | 69,146 | $72K |
| 6 | COMMONWEALTH EQUITY SERVICES, LLC | 0.29% | 51,434 | $53K |
| 7 | HRT FINANCIAL LP | 0.29% | 51,155 | $53K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.28% | 49,036 | $51K |
| 9 | BlackRock, Inc. | 0.25% | 43,261 | $45K |
| 10 | BANK OF AMERICA CORP /DE/ | 0.23% | 40,916 | $43K |
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