Form: DEFA14A

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

April 5, 2019

 

 

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 (Amendment No.     )

 

 

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material under §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):

  No fee required.
  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:

 

     

  Fee paid previously with preliminary materials.
  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

Stockholder Meeting to Be Held on May 16, 2019.

 

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CLEAN ENERGY FUELS CORP.

  

Meeting Information

 

Meeting Type:              Annual Meeting

      For holders as of:        March 25, 2019
      Date:  May 16, 2019         Time: 9:00 AM PDT
         Location:   

Live via the Internet at

www.virtualshareholdermeeting.com/CLNE2019.

 

  

 

CLEAN ENERGY FUELS CORP.

4675 MACARTHUR COURT, SUITE 800

NEWPORT BEACH, CA 92660

  

The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/CLNE2019 and be sure to have the information that is printed in the box marked by the arrow LOGO (located on the following page).

 

  

 

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

 

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.

 

     
     
     
        


 

 

——  Before You Vote  ——

How to Access the Proxy Materials

 

 

 

Proxy Materials Available to VIEW or RECEIVE:

 
 

NOTICE, PROXY STATEMENT AND ANNUAL REPORT

 
 

How to View Online:

 
 

Have the information that is printed in the box marked by the arrow LOGO      (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 LOGO (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 2, 2019 to facilitate timely delivery.

 

 

——  How To Vote  ——

Please Choose One of the Following Voting Methods

 

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Vote By Internet:

Before The Meeting:

Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

During The Meeting:

Go to www.virtualshareholdermeeting.com/CLNE2019. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

Vote By Phone: You can vote by telephone by requesting a paper copy of the proxy materials, which will include a proxy card that will provide instructions on how to vote these shares by proxy via telephone.

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

 

 


    

                       Voting Items                        
 

The Board of Directors recommends you vote

FOR ALL of the director nominees in Proposal 1.

 
 

1.  Election of directors

 
 

     Nominees:

 
 

01) John S. Herrington

02) Andrew J. Littlefair

03) James C. Miller III

04) Warren I. Mitchell

05) Philippe Montantême

 

06) Momar Nguer

07) James E. O’Connor

08) Stephen A. Scully

09) Kenneth M. Socha

10) 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, 2019.

 

3.  Approval, on an advisory, non-binding basis, of our 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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