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 28, 2015

 

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,
California

 

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):

 

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 28, 2015 in Newport Beach, California.  Of the 90,378,353 shares of common stock outstanding and entitled to vote at the Annual Meeting, 77,793,843 shares were present at the Annual Meeting either in person or by proxy, constituting a quorum of 86.07%. The Company’s stockholders considered and voted on the following three proposals at the Annual Meeting:

 

(i)  The holders of the Company’s common stock elected nine nominees to serve as directors for a term of one year, ending at the time of the next Annual Meeting of Stockholders in 2016 (or until a successor is duly elected and qualified) pursuant to the Company’s Bylaws and the applicable laws of the State of Delaware:

 

The results of the voting were as follows:

 

Name of Director

 

VOTES
FOR

 

VOTES
WITHHELD

 

BROKER
NON-VOTES

 

Andrew J. Littlefair

 

38,724,485

 

618,106

 

38,451,252

 

Warren I. Mitchell

 

37,768,491

 

1,574,100

 

38,451,252

 

John S. Herrington

 

34,866,154

 

4,476,437

 

38,451,252

 

James C. Miller III

 

35,483,784

 

3,858,807

 

38,451,252

 

James E. O’Connor

 

37,765,714

 

1,576,877

 

38,451,252

 

Boone Pickens

 

38,751,199

 

591,392

 

38,451,252

 

Stephen A. Scully

 

35,507,374

 

3,835,217

 

38,451,252

 

Kenneth M. Socha

 

37,705,668

 

1,636,923

 

38,451,252

 

Vincent C. Taormina

 

35,502,314

 

3,840,277

 

38,451,252

 

 

(ii) 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, 2015.

 

The results of the voting were as follows:

 

VOTES FOR:

76,282,122

 

VOTES AGAINST:

920,287

 

VOTES ABSTAINED:

591,434

 

 

(iii) The holders of the Company’s common stock approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement in connection with the Annual Meeting.

 

The results of the voting were as follows:

 

VOTES FOR:

35,949,410

 

VOTES AGAINST:

2,595,461

 

VOTES ABSTAINED:

797,720

 

BROKER NON-VOTES:

38,451,252

 

 

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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 29, 2015

 

CLEAN ENERGY FUELS CORP.

 

 

 

 

 

By:

/s/ Robert M. Vreeland

 

 

Name:

Robert M. Vreeland

 

 

Title:

Chief Financial Officer

 

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