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 7, 2014
CLEAN ENERGY FUELS CORP.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-33480 |
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33-0968580 |
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(State or Other Jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification |
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4675 MacArthur Court, Suite 800, Newport Beach, California |
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92660 |
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(Address of Principal Executive Offices) |
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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 7, 2014 in Newport Beach, California. Of the 89,858,816 shares of common stock outstanding and entitled to vote at the Annual Meeting, 77,249,807 shares were present at the Annual Meeting either in person or by proxy, constituting a quorum of 85.97%. 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 2015 (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:
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Name of Director |
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VOTES |
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VOTES |
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BROKER |
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Andrew J. Littlefair |
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34,297,546 |
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3,270,255 |
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39,682,006 |
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Warren I. Mitchell |
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33,790,243 |
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3,777,558 |
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39,682,006 |
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John S. Herrington |
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33,570,431 |
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3,997,370 |
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39,682,006 |
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James C. Miller III |
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34,333,017 |
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3,234,784 |
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39,682,006 |
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James E. O’Connor |
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33,888,698 |
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3,679,103 |
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39,682,006 |
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Boone Pickens |
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37,003,569 |
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564,232 |
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39,682,006 |
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Stephen A. Scully |
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36,627,728 |
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940,073 |
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39,682,006 |
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Kenneth M. Socha |
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34,220,550 |
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3,347,251 |
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39,682,006 |
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Vincent C. Taormina |
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36,905,358 |
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662,443 |
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39,682,006 |
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(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, 2014.
The results of the voting were as follows:
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VOTES FOR: |
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76,032,687 |
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VOTES AGAINST: |
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833,765 |
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VOTES ABSTAINED: |
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383,355 |
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(iii) The holders of the Company’s common stock approved an amendment to the Company’s Restated Certificate of Incorporation to increase the total number of shares of common stock that the Company is authorized to issue from 149,000,000 total authorized shares to 224,000,000 total authorized shares.
The results of the voting were as follows:
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VOTES FOR: |
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67,187,956 |
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VOTES AGAINST: |
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8,334,279 |
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VOTES ABSTAINED: |
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1,727,572 |
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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.
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Date: May 8, 2014 |
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CLEAN ENERGY FUELS CORP. |
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By: |
/s/ Richard R. Wheeler |
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Name: Richard R. Wheeler |
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Title: Chief Financial Officer |