Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2020 annual meeting of stockholders (the "Annual Meeting") of Clean Energy Fuels Corp. (the "Company"), stockholders of the Company approved amendments (the "Amendments") to the Company's 2016 Performance Incentive Plan (the "2016 Plan") by the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting. The Amendments approved by stockholders (i) increased the aggregate number of shares of the Company's common stock to be delivered pursuant to all awards granted under the 2016 Plan by an additional 17,500,000 shares, (ii) extended the expiration date of the 2016 Plan to February 26, 2030, and (iii) removed certain limits from the 2016 Plan on the maximum number of options, stock appreciation rights, restricted stock and restricted stock unit awards, and other awards that may be granted in any fiscal year to any one participant since those limits had previously been included to satisfy the requirements of Section 162(m) of the Internal Revenue Code.

The foregoing description of the Amendments is qualified in its entirety by reference to the full text of the Amended and Restated 2016 Performance Incentive Plan, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

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

On May 15, 2020, the Company held its Annual Meeting. The Company's stockholders 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 nine director nominees to the Board of Directors, each to serve as a director of the Company for a one-year term until the Company's next annual meeting of stockholders and until a 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:




                                     Votes            Votes           Broker
          Name of Director            For           Withheld        Non-Votes
          Andrew J. Littlefair     124,506,641       4,020,190       56,144,963
          Stephen A. Scully        126,008,479       2,518,352       56,144,963
          Lizabeth Ardisana        126,270,888       2,255,943       56,144,963
          Philippe Charleux        126,249,712       2,277,119       56,144,963
          John S. Herrington       124,937,050       3,589,781       56,144,963
          James C. Miller III      125,627,713       2,899,118       56,144,963
          Philippe Montantême      126,209,404       2,317,427       56,144,963
          Kenneth M. Socha         124,986,048       3,540,783       56,144,963
          Vincent C. Taormina      125,112,757       3,414,074       56,144,963

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, 2020. The results of the voting on Proposal 2 were as follows:




                        Votes For:           178,583,456
                        Votes Against:         4,387,083
                        Votes Abstained:       1,701,255
                        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:              121,018,327
                        Votes Against:            6,247,825
                        Votes Abstained:          1,260,679
                        Broker Non-Votes:        56,144,963


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Proposal 4: The holders of the Company's common stock approved the Amendments to
the Company's 2016 Plan. The results of the voting on Proposal 4 were as
follows:


                       Votes For:              119,320,849
                       Votes Against:             7,707,585
                       Votes Abstained:           1,498,397
                       Broker Non-Votes:         56,144,963

Item 8.01 Other Events.

On May 14, 2020, the Company repurchased the sole outstanding 7.5% Convertible Note due June 2020, having a principal amount of $15.0 million (the "Note"), from the holder thereof. The Company paid to such holder a cash purchase price of $15.2 million, which included all accrued and unpaid interest on the Note.




Item 9.01   Financial Statements and Exhibits.

(d)


     Exhibit No.   Description
     10.1            Amended and Restated 2016 Performance Incentive Plan




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