Clean Energy Fuels Corp. Announces 2024 Annual Meeting of Stockholders

TL;DR

**Clean Energy Fuels Corp. will host its 2024 Annual Meeting of Stockholders virtually on May 16, 2024, showcasing its leadership in renewable natural gas (RNG) and commitment to emission reduction.**

AI Summary

Clean Energy Fuels Corp. (CLNE) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. The 2024 Annual Meeting of Stockholders for Clean Energy Fuels Corp. will be held virtually on May 16, 2024, at 8:00 a.m. Pacific Time. Stockholders can access the meeting, submit questions, and vote online at www.virtualshareholdermeeting.com/CLNE2024. The company highlights its pioneering role in renewable natural gas (RNG) and its commitment to reducing emissions in the transportation industry. Clean Energy Fuels Corp. has transitioned its fuel sales to virtually all RNG, significantly lowering customer carbon footprints. The company emphasizes innovation and inspiration as key to leadership in the clean energy sector.

Why It Matters

For investors and stakeholders tracking Clean Energy Fuels Corp., this filing contains several important signals. The virtual format allows for broader participation and accessibility for stockholders to engage with company management and vote. The company's focus on RNG positions it as a key player in the transition to cleaner transportation fuels, addressing climate change concerns.

Risk Assessment

Risk Level: CLNE — Clean Energy Fuels Corp. shows moderate risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate negative financial or operational news.

Analyst Insight

Review the proposals and director nominations presented in the proxy statement before the May 16th Annual Meeting to make informed voting decisions.

Key Numbers

• May 16, 2024 — Annual Meeting Date (Date of the Annual Meeting of Stockholders)
• 8:00 a.m. Pacific Time — Annual Meeting Time (Time of the Annual Meeting of Stockholders)

Key Players & Entities

• Clean Energy Fuels Corp. (company) — Registrant
• May 16, 2024 (date) — Annual Meeting date
• 8:00 a.m. Pacific Time (time) — Annual Meeting time
• www.virtualshareholdermeeting.com/CLNE2024 (url) — Meeting access website
• Clean Energy (company) — Company name
• RNG (other) — Renewable Natural Gas
• April 4, 2024 (date) — Filing date

FAQ

Risk Factors

• No fee required [low — regulatory]: The filing indicates no fee was required for this proxy statement filing.
• Virtual Meeting Format [low — operational]: The annual meeting will be conducted as a virtual meeting via live audio webcast.

Industry Context

Clean Energy Fuels Corp. operates in the gas and other services sector, focusing on providing cleaner burning natural gas and renewable natural gas (RNG) for the transportation industry.

Regulatory Implications

The filing is a Schedule 14A (DEF 14A) under the Securities Exchange Act of 1934, used for definitive proxy statements.

What Investors Should Do

1. Review the proxy statement for details on proposals and director nominees.
2. Register and access the virtual meeting at the provided URL on May 16, 2024.
3. Submit your vote electronically during the Annual Meeting.

Key Dates

• 2024-05-16: Annual Meeting of Stockholders — Key date for stockholder participation and voting.
• 2024-04-04: Filing Date — Date the definitive proxy statement was filed with the SEC.

Year-Over-Year Comparison

This is the definitive proxy statement for the 2024 annual meeting, following previous filings related to corporate governance and financial reporting.

Key Financial Figures

• $300 million — balance sheet at the end of 2023 with a $300 million secured term loan from Stonepeak, a lea
• $100 million — ucture firm, and can draw an additional $100 million. We believe the investments we have mad

Filing Documents

• tm242766d2_def14a.htm (DEF 14A) — 1656KB
• bc_compebitda-4c.jpg (GRAPHIC) — 32KB
• bc_compincome-4c.jpg (GRAPHIC) — 33KB
• bc_comppaid-4c.jpg (GRAPHIC) — 34KB
• bc_comptsr-4c.jpg (GRAPHIC) — 31KB
• px_24cleanproxy1pg01-bw.jpg (GRAPHIC) — 237KB
• px_24cleanproxy1pg02-bw.jpg (GRAPHIC) — 219KB
• sg_andrewlittlefair-bw.jpg (GRAPHIC) — 8KB
• sg_jameswsytsma-bw.jpg (GRAPHIC) — 10KB
• 0001104659-24-043492.txt ( ) — 4102KB
• clne-20231231.xsd (EX-101.SCH) — 9KB
• clne-20231231_def.xml (EX-101.DEF) — 6KB
• clne-20231231_lab.xml (EX-101.LAB) — 30KB
• clne-20231231_pre.xml (EX-101.PRE) — 5KB
• tm242766d2_def14a_htm.xml (XML) — 236KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 6 PROPOSAL 1: ELECTION OF DIRECTORS 9 PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 15 PROPOSAL 3: ADVISORY, NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION 16 PROPOSAL 4: APPROVAL OF 2024 PERFORMANCE INCENTIVE PLAN 17 CORPORATE GOVERNANCE 26 INFORMATION ABOUT EXECUTIVE OFFICERS 34 COMPENSATION DISCUSSION AND ANALYSIS 35 COMPENSATION COMMITTEE REPORT 47

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 48 DIRECTOR COMPENSATION 61 EQUITY COMPENSATION PLANS 64 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 65 AUDIT COMMITTEE REPORT 67 OTHER MATTERS 68 ANNEX A A-1 i TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Proxy Statement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements other than historical facts and relate to future events or circumstances or the Company's future performance, and they are based on the Company's current assumptions, expectations and beliefs concerning future developments and their potential effect on the Company and its business. Forward-looking statements included herein include but are not limited to: statements about the benefits of RNG, expectations regarding the Cummins X15N, our ability to increase our customer base and the ability of our customers to achieve their sustainability goals, our sustainability and safety goals, our diversity and inclusion efforts, statements regarding the Company's position as a leading renewable energy company, our expectations for our growth in 2024 and beyond and our expectations regarding renewable vehicle fuels. Actual results, performance or achievements and the timing of events could differ materially from those anticipated in or implied by these forward-looking statements as a result of many factors, including, among others: the direct and indirect impact of the COVID-19 pandemic; the willingness of fleets and other consumers to adopt natural gas as a vehicle fuel, and the rate and level of any such adoption; our ability to capture a substantial share of the market for alternative vehicle fuels and vehicle fuels generally and otherwise compete successfully in these markets; the potential adoption of government policies or programs or increa

View Full Filing

View this DEF 14A filing on SEC EDGAR