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 22, 2025

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 5.0702 ~~Submission~~Compensatory ofArrangements ~~Matters to a Vote~~ of ~~Security~~Certain ~~Holders~~Officers.

~~On May 22, 2025, Clean Energy Fuels Corp.~~ (~~the “Company”~~e) ~~held its 2025 annual meeting of stockholders (the “Annual Meeting”). The holders~~ Amendment ~~of the Company’s common stock considered~~ and ~~voted~~Restated on2024 ~~four~~Performance ~~proposals~~Incentive ~~at the Annual Meeting and cast their votes on each such proposal as set forth below.~~Plan

~~Proposal~~On May 22, 2025, Clean 1:Energy Fuels Corp. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). The holders of the Company’s common stock ~~elected~~considered toand approved the ~~Board~~adoption of the ~~seven~~Amended ~~director~~and ~~nominees~~Restated ~~set~~2024 ~~forth~~Performance inIncentive ~~the~~Plan ~~proxy~~(the ~~statement~~“Amended ~~for~~2024 Plan”) to increase the ~~Annual~~number ~~Meeting,~~of ~~each~~shares toof ~~serve~~common ~~for~~stock aavailable ~~one-year~~for ~~term~~issuance ~~until~~under the ~~Company’s~~Amended ~~next~~2024 ~~annual~~Plan ~~meeting~~by 10,750,000 ofshares ~~stockholders~~for ~~and until~~a ~~his~~new orshare ~~her~~limit ~~respective~~of ~~successor~~14,750,000. isThe ~~duly~~Company’s ~~elected~~Board ~~and~~of ~~qualified~~Directors orpreviously ~~until~~approved ~~his~~the orAmended ~~her~~2024 ~~earlier~~Plan, subject ~~resignation~~to orsuch ~~removal~~stockholder approval. The ~~results~~Company’s ~~of the~~executive ~~voting~~officers onare ~~Proposal 1~~eligible ~~were~~to asparticipate ~~follows:~~in the Amended 2024 Plan.

Name of Director	Votes For		Votes Withheld		Broker Non-Votes
Andrew J. Littlefair		132,261,952		8,196,146		40,100,061
Stephen A. Scully		134,782,108		5,675,990		40,100,061
Lizabeth Ardisana		124,844,695		15,613,403		40,100,061
Karine Boissy-Rousseau		128,216,161		12,241,937		40,100,061
Patrick J. Ford		136,035,717		4,422,381		40,100,061
Mathieu Soulas		127,844,559		12,613,539		40,100,061
Vincent C. Taormina		123,474,296		16,983,802		40,100,061

The summary of the Amended 2024 Plan is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2025.

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, 2025. The results of the voting on Proposal 2 were as follows:

Votes For:		170,049,925
Votes Against:		9,912,856
Votes Abstained/Withheld:		595,378
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:		122,849,907
Votes Against:		17,009,301
Votes Abstained/Withheld:		598,890
Broker Non-Votes:		40,100,061

Proposal 4: The holders of the Company’s common stock approved adoption of the Amended and Restated 2024 Performance Incentive Plan. The results of the voting on Proposal 4 were as follows:

Votes For:		123,985,967
Votes Against:		15,913,270
Votes Abstained/Withheld:		558,861
Broker Non-Votes:		40,100,061

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 23, 2025	Clean Energy Fuels Corp.
Date: May 28, 2025	Clean Energy Fuels Corp.
	By:	/s/ Robert M. Vreeland
		Name: Robert M. Vreeland
		Title: Chief Financial Officer

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