Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )


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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 26, 2016









Clean  Energy  Fuels  Corp.

4675  MacArthur  Court,  Suite  800

Newport  Beach,  CA  92660



Meeting Information

Meeting Type: Annual Meeting

For holders as of: April 04, 2016

Date:  May 26, 2016     Time: 9:00 AM PDT


The Island Hotel
690 Newport Center Drive
Newport Beach, CA 92660




You are receiving this communication because you hold shares in the above named company.


This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).


We encourage you to access and review all of the important information contained in the proxy materials before voting.



See the reverse side of this notice to obtain proxy materials and voting instructions.



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Before You Vote

How to Access the Proxy Materials



Proxy Materials Available to VIEW or RECEIVE:

1. Annual Report        2. Notice & Proxy Statement


How to View Online:



Have the information that is printed in the box marked by the arrow ÚXXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.


How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:








3) BY E-MAIL*:




*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ÚXXXX XXXX XXXX XXXX (located on the following page) in the subject line.


Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 12, 2016 to facilitate timely delivery.



How To Vote

Please Choose One of the Following Voting Methods




Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.


Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrowÚXXXX XXXX XXXX XXXX available and follow the instructions.


Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.





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Voting Items




The Board of Directors recommends you vote

FOR ALL of the following director





Election of Directors













01  Andrew J. Littlefair

02  Warren I. Mitchell

03  John S. Herrington

04  James C. Miller III

05  James E. O'Connor

06  Boone Pickens

07  Stephen A. Scully

08  Kenneth M. Socha

09  Vincent C. Taormina







The Board of Directors recommends you vote FOR proposals 2 and 3.



Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.




Approval of the Clean Energy Fuels Corp. 2016 Performance Incentive Plan.





NOTE: To transact any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.


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