UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

 

CLEAN ENERGY FUELS CORP.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

(3)

Filing Party:

 

 

 

 

(4)

Date Filed:

 

 

 

 


 

CLEAN ENERGY FUELS CORP.

 

** IMPORTANT NOTICE **

 

Regarding the Availability of Proxy Materials

 

You are receiving this communication because you hold shares in the above company, and the materials you should review before you cast your vote are now available.

 

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

GRAPHIC

North America’s leader in clean transportation

 

CLEAN ENERGY FUELS CORP.

3020 OLD RANCH PARKWAY

SUITE 400

SEAL BEACH, CA 90740

 

Shareholder Meeting to be held on 5/26/10

 

Proxy Materials Available

 

·                  Notice and Proxy Statement

·                  Annual Report

 

PROXY MATERIALS - VIEW OR RECEIVE

 

You can choose to view the materials online or receive a paper or e-mail copy. There is NO charge for requesting a copy. Requests, instructions and other inquiries will NOT be forwarded to your investment advisor.

 

To facilitate timely delivery please make the request as instructed below on or before 5/11/10.

 

HOW TO VIEW MATERIALS VIA THE INTERNET

 

Have the 12 Digit Control Number available and visit: www.proxyvote.com

 

HOW TO REQUEST A COPY OF MATERIALS

 

1) BY INTERNET

- www.proxyvote.com

2) BY TELEPHONE

- 1-800-579-1639

3) BY E-MAIL*

- sendmaterial@proxyvote.com

 

*If requesting materials by e-mail, please send a blank e-mail with the 12 Digit Control Number (located on the following page) in the subject line.

 

See the Reverse Side for Meeting Information and Instructions on How to Vote

 


 

Meeting Information

 

Meeting Type:

Annual

Meeting Date:

5/26/10

Meeting Time:

9:00 a.m., PDT

For holders as of:

3/29/10

 

Meeting Location:

 

The Island Hotel

690 Newport Center Drive

Newport Beach, CA 92660

 

Meeting Directions:

 

For Meeting Directions, Please Call:

866-545-0751

 

How To Vote

 

Vote In Person

 

Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

 

Vote By Internet

 

To vote now by Internet, go to WWW.PROXYVOTE.COM. Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your notice in hand when you access the website and follow the instructions.

 

Voting items

 

A                    Proposals—The Board of Directors recommends you vote FOR all nominees for director listed in Proposal 1, a vote FOR Proposal 2, and a vote FOR Proposal 3.

 

1.                    Election of Directors

 

Nominees:

 

01—Andrew J. Littlefair

02—Warren I. Mitchell

03—John S. Herrington

04—James C. Miller III

05—Boone Pickens

06—Kenneth M. Socha

07—Vincent C. Taormina

 

2.                    Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.

 

3.                    Approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the total number of shares that the Company is authorized to issue from 100,000,000 total authorized shares to 150,000,000 total authorized shares, of which 149,000,000 shares shall be authorized for issuance as common stock and 1,000,000 shares shall be authorized for issuance as preferred stock.