Form: 8-K

Current report filing

May 28, 2010

 

 

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)

 

Delaware

 

001-33480

 

33-0968580

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification
No.)

 

 

 

 

 

3020 Old Ranch Parkway, Suite 400 Seal Beach, California

 

90740

(Address of Principal Executive Offices)

 

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 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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