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 26, 2010

 

CLEAN ENERGY FUELS CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

(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 26, 2010 in Newport Beach, California.  Of the 60,753,443 shares of common stock outstanding and entitled to vote at the Annual Meeting, 54,503,380 shares were present at the Annual Meeting either in person or by proxy, constituting a quorum of 89.71%.  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 seven nominees to serve as directors for a term of one year, ending at the time of the next Annual Meeting of Stockholders in 2011 (or until a successor is duly elected) pursuant to the Company’s By-Laws and the applicable laws of the state of Delaware:

 

		VOTES		VOTES		BROKER
Name of Director		FOR		WITHHELD		NON-VOTES
Andrew J. Littlefair		39,916,612		557,812		14,028,956
Warren I. Mitchell		28,086,807		12,387,617		14,028,956
John S. Herrington		27,581,598		12,892,826		14,028,956
James C. Miller III		39,911,068		563,356		14,028,956
Boone Pickens		39,922,867		551,557		14,028,956
Kenneth M. Socha		28,085,027		12,389,397		14,028,956
Vincent C. Taormina		39,909,212		565,212		14,028,956

 

(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 2010.

 

The results of the voting were as follows:

 

VOTES FOR:  53,936,909

VOTES AGAINST:  395,704

VOTES ABSTAINED:  170,767

 

(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 that the Company is authorized to issue from 100,000,000 total authorized shares to 150,000,000 total authorized shares, of which 149,000,000 shall be authorized for issuance as common stock and 1,000,000 shall be authorized for issuance as preferred stock.

 

The results of the voting were as follows:

 

VOTES FOR: 52,342,821

VOTES AGAINST:  1,931,645

VOTES ABSTAINED:  228,914

 

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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.

 

Date: May 28, 2010		Clean Energy Fuels Corp.
	By:	/s/ Richard R. Wheeler
		Name:  Richard R. Wheeler
		Title: Chief Financial Officer

 

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