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 25, 2011

 

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.)

 

3020 Old Ranch Parkway, Suite 400 Seal Beach, California

 

90740

(Address of Principal Executive Offices)

 

Zip Code

 

(562) 493-2804

(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):

 

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

 

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

 

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

 

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

 

 

 



 

Item 5.07.                                           Submission of Matters to a Vote of Security Holders.

 

Clean Energy Fuels Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 25, 2011 in Newport Beach, California.  Of the 70,259,142 shares of common stock outstanding and entitled to vote at the Annual Meeting, 58,872,158 shares were present at the Annual Meeting either in person or by proxy, constituting a quorum of 83.79%.  The Company’s stockholders considered and voted on the following six proposals at the Annual Meeting:

 

(i) The holders of the Company’s common stock elected seven nominees to serve as directors for a term of one year, ending at the time of the next Annual Meeting of Stockholders in 2012 (or until a successor is duly elected) pursuant to the Company’s By-Laws and the applicable laws of the state of Delaware:

 

 

 

VOTES

 

VOTES

 

BROKER

 

Name of Director

 

FOR

 

WITHHELD

 

NON-VOTES

 

Andrew J. Littlefair

 

37,052,963

 

236,197

 

21,582,998

 

Warren I. Mitchell

 

34,137,685

 

3,151,475

 

21,582,998

 

John S. Herrington

 

34,083,032

 

3,206,128

 

21,582,998

 

James C. Miller III

 

37,055,069

 

234,091

 

21,582,998

 

Boone Pickens

 

37,070,947

 

218,213

 

21,582,998

 

Kenneth M. Socha

 

34,094,072

 

3,195,088

 

21,582,998

 

Vincent C. Taormina

 

37,004,319

 

284,841

 

21,582,998

 

 

(ii) The holders of the Company’s common stock ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2011.

 

The results of the voting were as follows:

 

VOTES FOR: 

 

58,584,664

 

VOTES AGAINST: 

 

179,821

 

VOTES ABSTAINED: 

 

107,673

 

 

(iii) The holders of the Company’s common stock approved, on an advisory basis, the Company’s executive compensation.

 

The results of the voting were as follows:

 

VOTES FOR: 

 

36,564,317

 

VOTES AGAINST: 

 

587,847

 

VOTES ABSTAINED: 

 

116,996

 

BROKER NON-VOTES:

 

21,582,998

 

 

(iv) The holders of the Company’s common stock determined, on an advisory basis, that such holders’ preferred frequency of an advisory vote on the Company’s executive compensation is every two years.

 

The results of the voting were as follows:

 

ONE YEAR

 

11,556,584

 

TWO YEARS

 

24,207,482

 

THREE YEARS

 

1,443,946

 

VOTES ABSTAINED: 

 

81,148

 

BROKER NON-VOTES:

 

21,582,998

 

 

2



 

(v)  The holders of the Company’s common stock approved an amendment to the Company’s Amended and Restated 2006 Stock Incentive Plan (“2006 Plan”) to increase the aggregate number of shares available under the 2006 Plan by 3,000,000.

 

The results of the voting were as follows:

 

VOTES FOR: 

 

26,197,566

 

VOTES AGAINST: 

 

10,964,173

 

VOTES ABSTAINED: 

 

127,421

 

BROKER NON-VOTES:

 

21,582,998

 

 

(vi)  The holders of the Company’s common stock approved an amendment to the Warrant to Purchase Common Shares of Clean Energy Fuels Corp., dated December 28, 2006 (the “Warrant”), to provide Mr. Boone Pickens, the Warrant holder, with an incentive to exercise a portion of the Warrant prior to December 28, 2011, the current expiration date of the Warrant.

 

The results of the voting were as follows:

 

VOTES FOR: 

 

36,239,731

 

VOTES AGAINST: 

 

827,528

 

VOTES ABSTAINED: 

 

221,901

 

BROKER NON-VOTES:

 

21,582,998

 

 

3



 

SIGNATURES

 

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.

 

Date: May 27, 2011

 

Clean Energy Fuels Corp.

 

 

 

 

By:

/s/ Richard R. Wheeler

 

 

Name:  Richard R. Wheeler

 

 

Title: Chief Financial Officer

 

4