UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 16, 2024, Clean Energy Fuels Corp. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). The holders of the Company’s common stock 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 to the Board the nine director nominees set forth in the proxy statement for the Annual Meeting, 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 | 129,785,269 | 7,169,495 | 39,676,139 | |||||||||
| Stephen A. Scully | 130,800,589 | 6,154,175 | 39,676,139 | |||||||||
| Lizabeth Ardisana | 124,327,578 | 12,627,186 | 39,676,139 | |||||||||
| Karine Boissy-Rousseau | 124,051,769 | 12,902,995 | 39,676,139 | |||||||||
| Patrick J. Ford | 132,338,900 | 4,615,864 | 39,676,139 | |||||||||
| James C. Miller III | 129,240,383 | 7,714,381 | 39,676,139 | |||||||||
| Kenneth M. Socha | 124,295,260 | 12,659,504 | 39,676,139 | |||||||||
| Mathieu Soulas | 123,982,686 | 12,972,078 | 39,676,139 | |||||||||
| Vincent C. Taormina | 116,126,682 | 20,828,082 | 39,676,139 | |||||||||
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, 2024. The results of the voting on Proposal 2 were as follows:
| Votes For: | 167,017,977 | ||
| Votes Against: | 7,475,853 | ||
| Votes Abstained/Withheld: | 2,137,073 | ||
| 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: | 101,900,061 | ||
| Votes Against: | 34,412,403 | ||
| Votes Abstained/Withheld: | 642,300 | ||
| Broker Non-Votes: | 39,676,139 |
Proposal 4: The holders of the Company’s common stock approved adoption of the 2024 Performance Incentive Plan. The results of the voting on Proposal 4 were as follows:
| Votes For: | 123,478,163 | ||
| Votes Against: | 12,763,955 | ||
| Votes Abstained/Withheld: | 712,646 | ||
| Broker Non-Votes: | 39,676,139 |
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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: May 20, 2024 | Clean Energy Fuels Corp. | |
| By: | /s/ Andrew J. Littlefair | |
| Name: Andrew J. Littlefair | ||
| Title: President and Chief Executive Officer | ||
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