Current Report Filing (8-k)
22 Mayo 2023 - 3:01PM
Edgar (US Regulatory)
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2023-05-17
2023-05-17
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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): May 17, 2023
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 5.02 | Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 17, 2023, Lorraine Paskett notified the
Board of Directors (the “Board”) of Clean Energy Fuels Corp. (the “Company”) of her resignation from the Board,
effective on the same day. Ms. Paskett’s resignation was not due to any disagreement with the Company on any matter relating to
the Company’s operations, policies, or practices.
On May 17, 2023, the Board accepted Mitchell W.
Pratt’s resignation from his position as Chief Operating Officer and Corporate Secretary of the Company, effective May 17, 2023.
Mr. Pratt transitioned to a new role as the Company’s Chief Technology Development Officer on that date. As a result of this transition,
Mr. Pratt is no longer an “executive officer” of the Company for purposes of Rule 3b-7 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) or an “officer” of the Company for purposes of Rule 16a-1(f) of the Exchange Act.
Also on May 17, 2023, the Board approved, and the
Company entered into, an amended and restated employment agreement (the “Employment Agreement”) with Mr. Pratt. The Employment
Agreement has a two-year term that automatically renews for successive one-year periods unless earlier terminated in accordance with the
provisions therein, provides Mr. Pratt with a $550,000 annual base salary, and is otherwise consistent in all material respects with Mr.
Pratt’s previous employment agreement dated December 31, 2015.
Item
5.07 | Submission
of Matters to a Vote of Security Holders. |
On
May 18, 2023, the Company held its 2023 annual meeting of stockholders (the “Annual Meeting”). The holders of the Company’s
common stock considered and voted on four 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 ten 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. However, as described above
under Item 5.02, Ms. Paskett resigned from the Board on May 17, 2023 and the director position she held was rendered vacant. The results
of the voting on Proposal 1 were as follows:
Name of Director | |
Votes For | | |
Votes Withheld | | |
Broker Non-Votes | |
Andrew J. Littlefair | |
| 124,346,425 | | |
| 6,578,117 | | |
| 42,658,971 | |
Stephen A. Scully | |
| 125,963,950 | | |
| 4,960,592 | | |
| 42,658,971 | |
Lizabeth Ardisana | |
| 121,980,179 | | |
| 8,944,363 | | |
| 42,658,971 | |
Karine Boissy-Rousseau | |
| 118,917,036 | | |
| 12,007,506 | | |
| 42,658,971 | |
James C. Miller III | |
| 124,964,763 | | |
| 5,959,779 | | |
| 42,658,971 | |
Lorraine Paskett * | |
| 116,949,733 | | |
| 13,974,809 | | |
| 42,658,971 | |
Kenneth M. Socha | |
| 119,523,740 | | |
| 11,400,802 | | |
| 42,658,971 | |
Vincent C. Taormina | |
| 123,445,379 | | |
| 7,479,163 | | |
| 42,658,971 | |
Parker A. Weil | |
| 121,383,037 | | |
| 9,541,505 | | |
| 42,658,971 | |
Laurent Wolffsheim | |
| 118,900,828 | | |
| 12,023,714 | | |
| 42,658,971 | |
*Ms.
Paskett resigned from the Board on May 17, 2023.
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, 2023. The results of the voting on Proposal 2 were as follows:
Votes
For: | |
| 164,613,561 | |
Votes
Against: | |
| 7,469,918 | |
Votes
Abstained: | |
| 1,500,034 | |
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: | |
| 117,101,863 | |
Votes Against: | |
| 13,381,027 | |
Votes Abstained: | |
| 441,652 | |
Broker Non-Votes: | |
| 42,658,971 | |
Proposal 4:
The holders of the Company’s common stock approved, on an advisory, non-binding basis, one year as the frequency with which stockholders
will vote on executive compensation. The results of the voting on Proposal 4 were as follows:
One Year: | |
| 122,815,191 | |
Two Years: | |
| 351,762 | |
Three Years: | |
| 7,181,438 | |
Votes Abstained: | |
| 576,151 | |
Broker Non-Votes: | |
| — | |
Based
on the voting results for Proposal 4, the Company will include an advisory proposal regarding the Company’s named executive officer
compensation in its proxy materials every year for each annual meeting of stockholders.
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:
May 22, 2023 |
Clean
Energy Fuels Corp. |
|
|
|
By: |
/s/
Andrew J. Littlefair |
|
|
Name:
Andrew J. Littlefair |
|
|
Title:
President and Chief Executive Officer |
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