Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Departure of Director
TotalEnergies Marketing Services SAS ("TEMS"), a wholly owned subsidiary of
TotalEnergies SE, has decided to replace Philippe Charleux, one of its director
designees, with Ms. Karine Boissy-Rousseau, as described below. As such, on
December 7, 2021, Mr. Charleux resigned from the board of directors ("Board") of
Clean Energy Fuels Corp. (the "Company"), effective immediately.
Appointment of New Director
On December 7, 2021, the Board filled the vacancy created by Mr. Charleux's
resignation by appointing Ms. Boissy-Rousseau as a director of the Company,
effective immediately. Ms. Boissy-Rousseau will not serve as a member of any
committee of the Board.
Ms. Boissy-Rousseau has been appointed as a director of the Company pursuant to
and in accordance with the director designation rights granted to TEMS in that
certain Stock Purchase Agreement between the Company and TEMS, dated May 9,
2018, under which, among other things, TEMS purchased shares representing at the
time 25% of the outstanding common stock of the Company, which represented the
largest ownership position among shareholders of the Company. Such share
purchase and the other transactions and relationships related thereto are
described in further detail in Part II, Item 5 of the Company's Quarterly
Report on Form 10-Q, filed with the Securities and Exchange Commission ("SEC")
on May 10, 2018 , and in the Company's Current Report on Form 8-K, filed with
the SEC on June 13, 2018 , and the agreements related to such transactions are
filed or incorporated by reference as exhibits to such reports. All such
descriptions and agreements are incorporated herein by reference.
Ms. Boissy-Rousseau, 48, has served as Senior Vice President New Mobility and
Marketing of TEMS since September 1, 2021. Before that, Ms. Boissy-Rousseau was
President of Air Liquide Hydrogen Mobility & Energy, where she led the
development of hydrogen activities in the transportation sector for North
America since 2019. Prior to that, she was Managing Director of Air Liquide
Benelux Industries from 2016 to 2019 and General Manager of Air Liquide France
Industries in Paris from 2012 to 2016. Ms. Boissy-Rousseau holds a Master's
degree in Chemical Engineering from Ecole Nationale des Industries Chimiques,
Nancy and also a Master's degree in Marketing and Management from Conservatoire
National des Arts et Métiers, Paris.
Ms. Boissy-Rousseau has voluntarily waived her right to receive compensation for
her services as a director of the Company. As a result, the Company will not
compensate Ms. Boissy-Rousseau pursuant to the Company's compensation
arrangements for its other non-employee directors, but rather will only
reimburse Ms. Boissy-Rousseau for her reasonable out-of-pocket expenses.
The Company has entered into an indemnification agreement with Ms.
Boissy-Rousseau in the same form as the indemnification agreements the Company
has entered into with its other directors, which form has been filed or
incorporated by reference as Exhibit 10.4 to the Company's Registration
Statement on Form S-1, filed with the SEC on March 27, 2007 . In general, the
indemnification agreement provides for, among other things, indemnification of
each such person by the Company to the fullest extent authorized or permitted by
law, subject to certain limited exceptions.
Except as set forth above, there are no arrangements or understandings between
Ms. Boissy-Rousseau and any other person pursuant to which Ms. Boissy-Rousseau
was selected as a director of the Company, there are no family relationships
between Ms. Boissy-Rousseau and any of the Company's other directors or
executive officers, and Ms. Boissy-Rousseau is not a party to any transaction
that would require disclosure under Item 404(a) of Regulation S-K promulgated by
the SEC.
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Item 7.01 Regulation FD Disclosure.
On December 7, 2021, the Company issued a press release announcing the changes
to its Board described in Item 5.02 of this Current Report on Form 8-K. A copy
of such press release is attached hereto as Exhibit 99.1.
As provided in General Instruction B.2 of Form 8-K, the information in this Item
7.01 of this Current Report on Form 8-K shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall it be
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated December 7, 2021, issued by Clean Energy
Fuels Corp.
104 Cover Page Interactive Data File (embedded with the Inline XBRL
document)
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