DEF: CEL-SCI Corporation Annual Meeting Set for August 14, 2026

CEL-SCI Corporation has issued a Notice of Annual Meeting of Shareholders to be held on August 14, 2026, detailing proposals including director elections, stock plan approvals, executive compensation votes, and auditor ratification.

Summary

• CEL-SCI Corporation is holding its Annual Meeting of Shareholders on August 14, 2026, at its Vienna, Virginia offices.
• Key proposals include the election of directors, approval of the 2026 Non-Qualified Stock Option Plan and the 2026 Stock Bonus Plan.
• Shareholders will also vote on a non-binding advisory basis for executive officer compensation and the frequency of such advisory votes.
• The appointment of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending September 30, 2026, is also up for ratification.
• The record date for determining shareholders entitled to vote is June 18, 2026, with 17,477,144 shares of common stock outstanding as of that date.
• Proxy materials are available online, and shareholders are encouraged to vote promptly via internet, telephone, or mail.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as having a negative sentiment due to the significant net losses, poor Total Shareholder Return, and the substantial executive compensation in light of these financial results.

Positives

• The company is holding its annual shareholder meeting as scheduled, indicating ongoing corporate governance processes.
• Proposals for new stock option and stock bonus plans aim to incentivize and retain key personnel and align their interests with shareholders.
• The ratification of BDO USA, P.C. as auditor suggests continuity in financial oversight.
• All directors attended 100% of the Board of Directors' meetings during the fiscal year ended September 30, 2025, demonstrating commitment.
• The company has a Code of Ethics applicable to its principal officers, with a mechanism for reporting violations.

Negatives

• The company has experienced significant net losses in recent fiscal years, with a net loss of $25,411,055 in FY2025.
• Total Shareholder Return (TSR) has been negative or low over the past three fiscal years, with a $100 investment on September 30, 2022, being worth $9.92 by September 30, 2025.
• Executive compensation, particularly for the CEO, remains substantial despite significant net losses and low TSR.
• A significant portion of executive compensation is in the form of stock and option awards, which may not translate to immediate shareholder value if the stock price does not increase.
• The company's financial performance and stockholder value are stated to be influenced to a substantial degree by external factors, suggesting limited control over key financial outcomes.

Risks

• The company has experienced substantial net losses, indicating ongoing financial challenges.
• The low Total Shareholder Return (TSR) suggests that shareholder investments have not performed well.
• The effectiveness of the proposed stock option and bonus plans in driving future performance and shareholder value is subject to market conditions and company execution.
• The company's reliance on external factors for financial performance and stockholder value introduces inherent business risks.
• The potential for stock options to be granted at exercise prices significantly higher than current market value (e.g., $155.70 weighted average for Non-Qualified Stock Option Plans) could limit their motivational impact if the stock price does not appreciate substantially.

Future Outlook

The filing does not contain specific forward-looking financial guidance. However, the proposals for new stock option and stock bonus plans suggest a strategy to incentivize future performance and growth.

Management Comments

• Geert Kersten 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.
• 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 but fair.
• The Board of Directors recommends that the shareholders of CEL-SCI approve the adoption of the 2026 Non-Qualified Stock Option Plan.
• The Board of Directors recommends that the shareholders of CEL-SCI approve the adoption of the 2026 Stock Bonus Plan.
• The Board of Directors recommends that the shareholders approve on a nonbinding advisory basis the resolution approving the compensation of CEL-SCI's executive officers.
• 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.

Industry Context

StockSavvy.ai notes that CEL-SCI Corporation operates in the highly competitive and capital-intensive biotechnology sector, where the development of novel therapies like their Multikine product is subject to significant scientific, regulatory, and financial risks. The proposed stock plans are common in this industry to attract and retain specialized talent, but their effectiveness is heavily tied to the company's ability to achieve clinical and commercial success.

Comparison to Industry Standards

• CEL-SCI targets executive compensation (base salary, stock option grants, and other benefits) at approximately the median of comparable companies in the biotechnology field.
• The company's long-term incentive program consists of periodic grants of restricted stock and stock options with an exercise price equal to the fair market value of common stock at the close of the previous trading day, a standard practice in the industry.
• The proposed 2026 Non-Qualified Stock Option Plan authorizes the issuance of up to 2,600,000 shares, and the 2026 Stock Bonus Plan up to 400,000 shares. The size of these grants relative to the total outstanding shares (17,477,144) will need to be monitored for potential dilution, a common concern in biotech stock plans.
• The company's net losses and negative TSR are concerning when compared to established, profitable biotechnology firms, though early-stage development companies often exhibit similar financial profiles.

Corporate Governance

Stakeholder Impact

• Shareholders: Will vote on key corporate matters, including director elections, stock plans, executive compensation, and auditor ratification. Their investment value is currently negatively impacted by poor TSR and net losses.
• Employees: Eligible for participation in the proposed 2026 Stock Option and Stock Bonus Plans, which could provide incentives and align their interests with the company's success.
• Executive Officers: Their compensation is subject to shareholder advisory vote. The proposed stock plans aim to further incentivize them.
• Directors: Subject to election by shareholders. They are responsible for overseeing the company's strategy and risk management.

Next Steps

• Shareholders are to vote on the proposals presented at the Annual Meeting on August 14, 2026.
• Final voting results will be published in a Form 8-K within four business days after the meeting.
• The company will continue to operate under its existing stock plans and compensation structures, subject to shareholder approval of the new 2026 plans.
• BDO USA, P.C. will continue as the independent registered public accounting firm for the fiscal year ending September 30, 2026, if ratified.

Key Dates

Recommendation

While the company is seeking shareholder approval for new incentive plans, the persistent net losses and significantly negative Total Shareholder Return over multiple years present substantial financial risks. The current compensation levels, despite these poor results, also raise concerns. A 'hold' recommendation is appropriate, pending evidence of a turnaround in financial performance and a more favorable TSR trend.

Keywords

CEL-SCI Corporation, Annual Meeting, Proxy Statement, DEF 14A, Stock Option Plan, Stock Bonus Plan, Executive Compensation, Director Election, Auditor Ratification, BDO USA, P.C., Shareholder Vote, Biotechnology