Clean Energy Fuels Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six directors to the Company's Board of Directors to serve one-year terms.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory, Non-Binding Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement (say-on-pay).

   More detail

   This advisory proposal asks stockholders to approve the Company’s named executive officer compensation as disclosed in the proxy, a non-binding 'say-on-pay' vote required by Dodd-Frank and SEC rules. Management seeks this advisory approval to validate its 2025 compensation program design and to confirm alignment between executive pay and stockholder interests. The 2025 program emphasizes pay-for-performance: annual cash incentives tied to a mix of financial metrics (Adjusted EBITDA, fuel and RNG volumes, fuel margin, and O&M margins) and strategic initiatives, and long-term equity awards composed of time-based RSUs and newly introduced performance stock units (PSUs) tied to stock-price hurdles and negative carbon-intensity dairy gas sales growth. The compensation committee engaged an independent consultant, revised the peer group, reduced target grant values in 2025, and introduced PSUs to strengthen long-term performance alignment, reflecting active stockholder outreach and governance considerations. The Board recommends a "FOR" vote, arguing that the structure attracts and retains talent, rewards achievement of near-term financial goals and long-term strategic objectives, and aligns executives with sustainable RNG growth and share-price improvement. Because the vote is advisory, the Board retains discretion over pay decisions but commits to consider significant adverse stockholder feedback and to engage with investors about potential changes. The proposal sits within the broader context of a CEO transition in 2026, adjustments to incentive metrics for 2026, and the company's emphasis on RNG production growth, making the advisory vote a key governance signal about support for the compensation philosophy and implementation. Investors evaluating the proposal should weigh the mechanics of the metrics (including the mix of quantitative and qualitative strategic goals), the degree of actual payouts in 2025 (which were above target for some executives), and the introduction of PSUs that link pay to both market performance and specific operational growth in low-carbon RNG.

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When is the Clean Energy Fuels Corp 2026 annual meeting?

Clean Energy Fuels Corp (CLNE) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.

What is the record date for the Clean Energy Fuels Corp 2026 meeting?

The record date for the Clean Energy Fuels Corp 2026 meeting is Thursday, April 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Clean Energy Fuels Corp's 2026 meeting?

The board is presenting 6 director nominees at the Clean Energy Fuels Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Clean Energy Fuels Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Clean Energy Fuels Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.