Form: DEFA14A

Additional definitive proxy soliciting materials and Rule 14(a)(12) material

April 10, 2015

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

 

CLEAN ENERGY FUELS CORP.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

(3)

Filing Party:

 

 

 

 

(4)

Date Filed:

 

 

 

 



 

*** Exercise Your Right to Vote ***

 

Important Notice Regarding the Availability of Proxy Materials for the

 

Shareholder Meeting to Be Held on May 28, 2015

 

 

 

Meeting Information

 

 

CLEAN ENERGY FUELS CORP.

Meeting Type: Annual Meeting

 

For holders as of: April 07, 2015

 

 

 

 

Date: May 28, 2015

Time: 8:00 AM PDT

 

 

 

Location: The Island Hotel

 

 

 

690 Newport Center Drive

 

 

 

Newport Beach, CA 92660

 

 

 

 

 

 

 

Clean Energy Fuels Corp.

4675 MacArthur Court, Suite 800

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               (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:

 

1) BY INTERNET:

www.proxyvote.com

2) BY TELEPHONE:

1-800-579-1639

3) BY E-MAIL*:

sendmaterial@proxyvote.com

 

*  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               (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 14, 2015 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 arrow              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 nominees:

1.  Election of Directors

Nominees

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.

 

2         Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015.

 

3         Advisory, non-binding resolution to approve executive compensation.

 

 

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

 

 

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