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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): September 20, 2023
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
Departure of Director
TotalEnergies Marketing Services
SAS (“TEMS”), a wholly owned subsidiary of TotalEnergies SE, has decided to replace Laurent Wolffsheim, one of its director
designees, with Mr. Mathieu Soulas, as described below. As such, on September 20, 2023, Mr. Wolffsheim resigned from the
board of directors (“Board”) of Clean Energy Fuels Corp. (the “Company”), effective immediately. Mr. Wolffsheim’s
resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Appointment of New Director
On September 20, 2023,
the Board filled the vacancy created by Mr. Wolffsheim’s resignation by appointing Mr. Soulas as a director of the Company,
effective immediately. Mr. Soulas will not serve as a member of any committee of the Board.
Mr. Soulas has been appointed
as a director of the Company pursuant to and in accordance with the director designation rights granted to TEMS in that certain Stock
Purchase Agreement between the Company and TEMS, dated May 9, 2018, under which, among other things, TEMS purchased shares representing
at the time 25% of the outstanding common stock of the Company, which represented the largest ownership position among shareholders of
the Company. Such share purchase and the other transactions and relationships related thereto are described in further detail in Part II, Item 5
of the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on May 10,
2018, and in the Company’s Current Report on Form 8-K, filed with the SEC on June 13, 2018, and the agreements related
to such transactions are filed or incorporated by reference as exhibits to such reports. All such descriptions and agreements are incorporated
herein by reference.
Mr. Soulas, 53, has served
as Senior Vice President New Mobility and Marketing of TEMS since July 2023. Before that, Mr. Soulas was Vice President Strategy &
Supply of the Marketing Services Branch since September 2021. Prior to that, he served as the Senior Vice President Strategy &
Climate from 2017 to 2019 and Executive Vice President for the geographic zone of the Indian Ocean and Vice President Supply and Logistic
for Africa & Middle East from 2013 to 2017. Mr. Soulas is a graduate of France’s Ecole Polytechnique and IFP-EN Engineering
schools.
Mr. Soulas has voluntarily
waived his right to receive compensation for his services as a director of the Company. As a result, the Company will not compensate Mr. Soulas
pursuant to the Company’s compensation arrangements for its other non-employee directors, but rather will only reimburse Mr. Soulas
for his reasonable out-of-pocket expenses.
The Company has entered into
an indemnification agreement with Mr. Soulas in the same form as the indemnification agreements the Company has entered into with
its other directors, which form has been filed or incorporated by reference as Exhibit 10.4 to the Company’s Registration Statement
on Form S-1, filed with the SEC on March 27, 2007. In general, the indemnification agreement provides for, among other things,
indemnification of each such person by the Company to the fullest extent authorized or permitted by law, subject to certain limited exceptions.
Except as set forth above,
there are no arrangements or understandings between Mr. Soulas and any other person pursuant to which Mr. Soulas was selected
as a director of the Company, there are no family relationships between Mr. Soulas and any of the Company’s other directors
or executive officers, and Mr. Soulas is not a party to any transaction that would require disclosure under Item 404(a) of
Regulation S-K promulgated by the SEC.
| Item 7.01 | Regulation FD Disclosure. |
On September 21, 2023,
the Company issued a press release announcing the changes to its Board described in Item 5.02 of this Current Report on Form 8-K.
A copy of such press release is attached hereto as Exhibit 99.1.
As provided in General Instruction
B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be incorporated by reference into any registration statement or other document filed
under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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.
| Date: September 21, 2023 |
CLEAN ENERGY FUELS CORP. |
| |
|
|
| |
By: |
/s/ Andrew J. Littlefair |
| |
|
Name: Andrew J. Littlefair |
| |
|
Title: President and Chief Executive Officer |
