Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2022

CLEAN ENERGY FUELS CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-33480

33-0968580

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4675 MacArthur Court, Suite 800

Newport Beach, CA

92660

(Address of Principal Executive Offices)

Zip Code

(949) 437-1000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value per share	CLNE	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 19, 2022, Clean Energy Fuels Corp. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). The Company’s stockholders considered and voted on four proposals at the Annual Meeting and cast their votes on each such proposal as set forth below.

Proposal 1: The holders of the Company’s common stock elected ten director nominees to the Company’s Board of Directors, each to serve for a one-year term until the Company’s next annual meeting of stockholders and until his or her respective successor is duly elected and qualified or until his or her earlier resignation or removal. The results of the voting on Proposal 1 were as follows:

Name of Director	Votes For		Votes Withheld		Broker Non-Votes
Andrew J. Littlefair		127,718,172		3,094,607		41,640,436
Stephen A. Scully		128,299,647		2,513,132		41,640,436
Lizabeth Ardisana		124,541,232		6,271,547		41,640,436
Karine Boissy-Rousseau		117,382,575		13,430,204		41,640,436
James C. Miller III		127,572,403		3,240,376		41,640,436
Lorraine Paskett		115,646,016		15,166,763		41,640,436
Kenneth M. Socha		123,873,999		6,938,780		41,640,436
Vincent C. Taormina		127,416,761		3,396,018		41,640,436
Parker A. Weil		124,824,921		5,987,858		41,640,436
Laurent Wolffsheim		117,437,304		13,375,475		41,640,436

Proposal 2: The holders of the Company’s common stock ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The results of the voting on Proposal 2 were as follows:

Votes For:			167,762,237
Votes Against:			2,699,279
Votes Abstained:			1,991,699
Broker Non-Votes:			—

Proposal 3: The holders of the Company’s common stock approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers. The results of the voting on Proposal 3 were as follows:

Votes For:			114,579,614
Votes Against:			15,776,083
Votes Abstained:			457,082
Broker Non-Votes:			41,640,436

Proposal 4: The holders of the Company’s common stock approved the Company’s 2022 Employee Stock Purchase Plan (the “New ESPP”) and the reservation of 2,500,00 shares of the Company’s common stock for issuance under the New ESPP. The results of the voting on Proposal 4 were as follows:

Votes For:			127,241,410
Votes Against:			3,143,592
Votes Abstained:			427,777
Broker Non-Votes:			41,640,436

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.