Form: 8-K

Current report

June 10, 2026

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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): June 10, 2026

 

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.) 

 

4675 MacArthur Court, Suite 800

Newport Beach, CA 

  92660
(Address of Principal Executive Offices)   Zip Code

 

(949) 437-1000

(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):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered
Common stock, $0.0001 par value per share CLNE The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company    ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

 

 

 

 

 

  

Item 5.07Submission of Matters to a Vote of Security Holders.

 

On June 10, 2026, Clean Energy Fuels Corp. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). The holders of the Company’s common stock considered and voted on three proposals at the Annual Meeting and cast their votes on each such proposal as set forth below.

 

Proposal 1: The holders of the Company’s common stock elected to the Board the six director nominees set forth in the proxy statement for the Annual Meeting, each to serve for a one-year term until the Company’s next annual meeting of stockholders and until his or her respective successor is duly elected and qualified or until his or her earlier resignation or removal. The results of the voting on Proposal 1 were as follows:

 

Name of Director  Votes
For
   Votes
Withheld
   Broker
Non-Votes
 
Barclay F. Corbus   136,166,617    4,860,423    36,645,514 
Stephen A. Scully   135,985,465    5,041,575    36,645,514 
Lizabeth A. Ardisana   129,826,504    11,200,536    36,645,514 
Patrick J. Ford   135,796,184    5,230,856    36,645,514 
Andrew J. Littlefair   128,500,030    12,527,010    36,645,514 
Vincent C. Taormina   121,729,822    19,297,218    36,645,514 

 

Proposal 2: The holders of the Company’s common stock ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the voting on Proposal 2 were as follows:

 

Votes For:   169,340,344 
Votes Against:   7,321,152 
Votes Abstained/Withheld:   1,011,058 
Broker Non-Votes:    

 

Proposal 3: The holders of the Company’s common stock approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers. The results of the voting on Proposal 3 were as follows:

 

Votes For:   128,202,518 
Votes Against:   12,086,141 
Votes Abstained/Withheld:   738,381 
Broker Non-Votes:   36,645,514 

 

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SIGNATURE

 

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: June 10, 2026 Clean Energy Fuels Corp.
   
  By: /s/ Barclay F. Corbus
    Name: Barclay F. Corbus
    Title: President and Chief Executive Officer

 

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