SUPPLEMENT TO PROXY STATEMENT FOR
THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 15, 2020
This Supplement (this “Supplement”) supplements the definitive proxy statement filed on Schedule 14A by Clean Energy Fuels Corp. (the “Company”) on April 3, 2020 (the “Proxy Statement”) in connection with its annual meeting of stockholders to be held on May 15, 2020 (the “Annual Meeting”). The Annual Meeting will be a virtual meeting conducted via live audio webcast that can be accessed by visiting www.virtualshareholdermeeting.com/CLNE2020. At this website, you will be able to listen to the Annual Meeting live, submit questions for our management, directors and representatives of our independent registered public accounting firm in attendance, and submit your vote while the Annual Meeting is being held.
At the Annual Meeting, stockholders are being asked, among other things, to vote on a proposal to approve an amendment to the Company’s 2016 Performance Incentive Plan (“2016 Plan”) to increase the aggregate number of shares available for issuance under the 2016 Plan (which is identified in the Proxy Statement as Proposal 4). The purpose of this Supplement is to provide updated information about the terms of the 2016 Plan, and this Supplement should be considered together with the Proxy Statement in casting your vote by proxy or at the Annual Meeting. Capitalized terms used but not otherwise defined in this Supplement have the meanings ascribed to them in the Proxy Statement. To the extent the information herein differs from or updates information contained in the Proxy Statement, the information herein is more current. This Supplement has been made available electronically together with the Proxy Statement and our Annual Report at www.proxyvote.com. The Notice of Internet Availability of Proxy Materials previously sent to our stockholders contains instructions on how to access those documents and vote over the Internet. You may also access the Company’s filings (including this Supplement) through the website maintained by the SEC at http://www.sec.gov.
Revisions to the 2016 Plan
Proposal 4 included in the Proxy Statement requests that the stockholders of the Company approve an amendment to the 2016 Plan to increase the number of shares available for issuance by 18,800,000 shares of the Company’s common stock.
After the release of the Proxy Statement, the Company amended and restated the 2016 Plan (the “Plan Amendment”) to reduce the share request from 18,800,000 shares to 17,500,000 shares. As a result of the Plan Amendment, this Supplement supplements and updates the disclosures in the Proxy Statement as set forth below:
(1) In the Proxy Statement generally (including in Proposal 4 and the 2016 Plan set forth in Annex A of the Proxy Statement), the number “18,800,000” (as it relates to “shares,” “number of shares,” “additional shares” and “increase the aggregate number of shares” and the 2016 Plan) is hereby replaced wherever it appears with the number “17,500,000” and the number “24,850,000” (as it relates to “share limit,” “new limit,” “new aggregate share limit,” “incentive stock options” and “maximum number of common shares” and the 2016 Plan) is hereby replaced wherever it appears by the number “23,550,000.”
(2) In Proposal 4, the first bullet point (Increase in Aggregate Share Limit) under the subheading “General” shall be replaced in its entirety with the following:
|
·
|
|
Increase in Aggregate Share Limit. The 2016 Plan currently limits the aggregate number of shares of the Company’s common stock that may be delivered pursuant to all awards granted under the 2016 Plan to 6,050,000 shares, plus any shares of common stock subject to outstanding awards under the Clean Energy Fuels Corp. Amended and Restated 2006 Equity Incentive Plan (the “2006 Plan”) and the Clean Energy Fuels Corp. Amended and Restated 2002 Stock Option Plan (the “2002 Plan”) that expire, are cancelled, or otherwise terminate after the date of the Company’s 2016 annual meeting in which the 2016 Plan was originally approved by our stockholders. The proposed amendment would increase this limit by an additional 17,500,000 shares so
|