Clean Energy Fuels (CLNE) reports 2026 shareholder votes on directors, KPMG and pay

Rhea-AI Filing Summary

Clean Energy Fuels Corp. reported the results of its 2026 annual meeting of stockholders. Holders of common stock elected six directors to the board for one-year terms. Vote totals for individual nominees ranged from 121,729,822 to 136,166,617 shares in favor, with broker non-votes of 36,645,514 for each.

Stockholders also ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 169,340,344 votes for and 7,321,152 against. In an advisory vote, stockholders approved the compensation of the company’s named executive officers, with 128,202,518 votes for and 12,086,141 against, plus 36,645,514 broker non-votes.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Highest director votes for: 136,166,617 shares Lowest director votes for: 121,729,822 shares Broker non-votes for director elections: 36,645,514 shares +4 more

7 metrics

Highest director votes for 136,166,617 shares Votes for Barclay F. Corbus as director at 2026 annual meeting

Lowest director votes for 121,729,822 shares Votes for Vincent C. Taormina as director at 2026 annual meeting

Broker non-votes for director elections 36,645,514 shares Same broker non-votes total for each director nominee

Auditor ratification votes for 169,340,344 shares Votes for ratifying KPMG LLP as 2026 auditor

Auditor ratification votes against 7,321,152 shares Votes against KPMG LLP as independent registered public accounting firm

Say-on-pay votes for 128,202,518 shares Advisory approval of named executive officers’ compensation

Say-on-pay votes against 12,086,141 shares Advisory votes against executive compensation proposal

Key Terms

broker non-votes, independent registered public accounting firm, advisory, non-binding basis, named executive officers, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes: | | | 36,645,514 |"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory, non-binding basis financial

"approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers"

named executive officers financial

"the compensation of the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

annual meeting of stockholders financial

"held its 2026 annual meeting of stockholders (the “Annual Meeting”)"

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Understanding 8-K Material Events →

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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 5.07 Submission 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

2

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

3

FAQ

What did Clean Energy Fuels Corp. (CLNE) stockholders vote on at the 2026 annual meeting?

Stockholders voted on director elections, auditor ratification, and executive pay. They elected six directors for one-year terms, ratified KPMG LLP as auditor for 2026, and approved the compensation of named executive officers on an advisory, non-binding basis.

Were all director nominees elected at Clean Energy Fuels Corp.’s 2026 annual meeting?

Yes, all six director nominees were elected. Votes for individual nominees ranged from 121,729,822 to 136,166,617 shares, with each nominee receiving more votes for than withheld, and 36,645,514 broker non-votes recorded for each director election.

How did Clean Energy Fuels Corp. (CLNE) stockholders vote on KPMG LLP as auditor for 2026?

Stockholders strongly ratified KPMG LLP as the independent registered public accounting firm. The vote recorded 169,340,344 shares for, 7,321,152 against, 1,011,058 abstentions, and no broker non-votes reported for the auditor ratification proposal.

What were the results of the executive compensation (say-on-pay) vote for Clean Energy Fuels Corp.?

Stockholders approved the compensation of the named executive officers on an advisory, non-binding basis. The vote totaled 128,202,518 shares for, 12,086,141 against, 738,381 abstentions, and 36,645,514 broker non-votes on this say-on-pay proposal.

Who is leading Clean Energy Fuels Corp. following the 2026 annual meeting?

Following the meeting, Barclay F. Corbus signed the report as President and Chief Executive Officer. The elected board, including six named directors, will serve one-year terms until the next annual meeting and until their successors are duly elected and qualified.

Filing Exhibits & Attachments

3 documents

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• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB