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, 2013
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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3020 Old Ranch Parkway, Suite 400 Seal Beach, California |
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90740 |
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(Address of Principal Executive Offices) |
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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 7, 2013 in Newport Beach, California. Of the 88,511,388 shares of common stock outstanding and entitled to vote at the Annual Meeting, 70,916,323 shares were present at the Annual Meeting either in person or by proxy, constituting a quorum of 80.12%. The Company’s stockholders considered and voted on the following four proposals at the Annual Meeting:
(i) The holders of the Company’s common stock elected eight nominees to serve as directors for a term of one year, ending at the time of the next Annual Meeting of Stockholders in 2014 (or until a successor is duly elected) pursuant to the Company’s By-Laws and the applicable laws of the state of Delaware:
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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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35,550,584 |
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2,738,793 |
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32,626,946 |
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Warren I. Mitchell |
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35,549,693 |
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2,739,684 |
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32,626,946 |
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John S. Herrington |
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37,667,414 |
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621,963 |
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32,626,946 |
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James C. Miller III |
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35,528,546 |
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2,760,831 |
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32,626,946 |
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James E. O’Connor |
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37,681,015 |
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608,362 |
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32,626,946 |
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Boone Pickens |
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37,684,441 |
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604,936 |
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32,626,946 |
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Kenneth M. Socha |
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37,686,763 |
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602,614 |
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32,626,946 |
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Vincent C. Taormina |
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37,801,403 |
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487,974 |
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32,626,946 |
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(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 2013.
The results of the voting were as follows:
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VOTES FOR: |
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69,498,884 |
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VOTES AGAINST: |
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1,018,687 |
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VOTES ABSTAINED: |
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398,752 |
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(iii) The holders of the Company’s common stock approved, on an advisory, non-binding basis, the Company’s executive compensation.
The results of the voting were as follows:
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VOTES FOR: |
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36,274,848 |
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VOTES AGAINST: |
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1,626,404 |
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VOTES ABSTAINED: |
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388,125 |
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BROKER NON-VOTES: |
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32,626,946 |
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(iv) The holders of the Company’s common stock approved the Company’s Employee Stock Purchase Plan.
The results of the voting were as follows:
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VOTES FOR: |
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37,168,798 |
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VOTES AGAINST: |
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892,542 |
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VOTES ABSTAINED: |
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228,037 |
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BROKER NON-VOTES: |
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32,626,946 |
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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 9, 2013 |
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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 |