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): September 12, 2011

 

CLEAN ENERGY FUELS CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-33480

 

33-0968580

(State or Other Jurisdiction of

 

(Commission File Number)

 

(IRS Employer Identification No.)

Incorporation)

 

 

 

 

 

3020 Old Ranch Parkway, Suite 400, Seal Beach, California

 

90740

(Address of Principal Executive Offices)

 

Zip Code

 

(562) 493-2804

(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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

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

 

(d)           On September 12, 2011, our board of directors, upon the recommendation of our nominating and governance committee, appointed James E. O’Connor to our board of directors.  Concurrently with such appointment, Mr. O’Connor was also appointed to serve on our compensation committee and our nominating and governance committee.  The board of directors has determined that Mr. O’Connor qualifies as independent under the independence standards set forth in Nasdaq Marketplace Rule 5605(a)(2).

 

Mr. O’Connor, 62, has more than thirty years of experience in the waste industry.  He is the former Chairman and Chief Executive Officer of Republic Services, Inc., having served in such capacities from January 2003 to May 2011 and from December 1998 to January 2011, respectively.  From 1972 to 1978 and from 1982 to 1998, Mr. O’Connor served in various positions with Waste Management, Inc., including Senior Vice President from 1997 to 1998, Area President of Waste Management of Florida, Inc. from 1992 to 1997, Senior Vice President of Waste Management — North America from 1991 to 1992 and Vice President — Southeastern Region from 1987 to 1991.  Mr. O’Connor is currently a member of the board of directors of Canadian National Railway Company.

 

Mr. O’Connor’s compensation for his services as a director will be consistent with that of our other non-employee directors, as described in our definitive proxy statement filed on April 14, 2011.  Other than the standard compensation arrangements, there are no arrangements or understandings between Mr. O’Connor and any other persons pursuant to which Mr. O’Connor was selected as a director.   Mr. O’Connor is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.

 

On September 15, 2011, we issued a press release announcing the appointment of Mr. O’Connor to our board of directors. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

Item 9.01.              Financial Statements and Exhibits.

 

(d)           Exhibits

 

99.1         Press release dated September 15, 2011

 

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SIGNATURES

 

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: September 15, 2011

 

Clean Energy Fuels Corp.

 

 

 

 

By:

/s/ Richard R. Wheeler

 

 

Name:  Richard R. Wheeler

 

 

Title: Chief Financial Officer

 

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Exhibit 99.1

 

 

3020 Old Ranch Parkway, Suite 400

Seal Beach, California 90740 USA

562.493.2804   fax: 562.546.0097

www.cleanenergyfuels.com

 

News Release

 

Clean Energy Names Waste Industry Leader James E. O’Connor to Board of Directors

 

Seal Beach, Calif. (September 15, 2011) —Clean Energy Fuels Corp. (Nasdaq: CLNE), North America’s leading provider of natural gas fuel for transportation, today announced that James E. O’Connor has been appointed to its Board of Directors.  Mr. O’Connor’s appointment is effective September 12, 2011, and he will serve on the Compensation Committee and the Nominating and Governance Committee of the Board.

 

“Jim brings substantive executive management experience to Clean Energy, not only in the waste industry where he has been a leader, but also broadly in American business throughout his distinguished career,” said Andrew J. Littlefair, President and CEO of Clean Energy. “We look forward to his contributing wise counsel and oversight to our company as we continue our major growth program.”

 

Mr. O’Connor, age 62, has more than 30 years of experience in the waste industry.  He is the former Chairman and Chief Executive Officer of Republic Services, Inc., having served in such capacities from January 2003 to May 2011 and from December 1998 to January 2011, respectively.  From 1972 to 1978 and from 1982 to 1998, Mr. O’Connor served in various positions with Waste Management, Inc., including Senior Vice President from 1997 to 1998, Area President of Waste Management of Florida, Inc. from 1992 to 1997, Senior Vice President of Waste Management — North America from 1991 to 1992 and Vice President — Southeastern Region from 1987 to 1991.  Mr. O’Connor is currently a member of the board of directors of Canadian National Railway Company.

 

About Clean Energy Fuels — Clean Energy (Nasdaq: CLNE) is the largest provider of natural gas fuel for transportation in North America and a global leader in the expanding natural gas vehicle market. It has operations in CNG and LNG vehicle fueling, construction and operation of CNG and LNG fueling stations, biomethane production, vehicle conversion and compressor technology.

 

Clean Energy fuels over 23,300 vehicles at 248 strategic locations across the United States and Canada with a broad customer base in the refuse, transit, trucking, shuttle, taxi, airport and municipal fleet markets. Clean Energy del Peru, a joint venture, fuels vehicles and provides CNG to commercial customers in Peru. We own (70%) and operate a landfill gas facility in Dallas, Texas, that produces renewable natural gas, or biomethane, for delivery in the nation’s gas pipeline network, and we plan to build a second facility in Michigan. We own and operate LNG production plants in Willis, Texas and Boron, Calif. with combined capacity of 260,000 LNG gallons per day and that are designed to expand to 340,000 LNG gallons per day as demand increases. NorthStar, a wholly owned subsidiary, is the recognized leader in

 

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LNG/LCNG (liquefied to compressed natural gas) fueling system technologies and station construction and operations. BAF Technologies, Inc., a wholly owned subsidiary, is a leading provider of natural gas vehicle systems and conversions for taxis, vans, pick-up trucks and shuttle buses. IMW Industries, Ltd., a wholly owned subsidiary based in Canada, is a leading supplier of compressed natural gas equipment for vehicle fueling and industrial applications with more than 1,200 installations in 24 countries. www.cleanenergyfuels.com

 

Forward-Looking Statements — This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks, uncertainties and assumptions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. The forward-looking statements made herein speak only as of the date of this news release and, unless otherwise required by law, the company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.  Additionally, reports and other documents Clean Energy Fuels Corp. (the company’s corporate parent) files with the SEC (available at www.sec.gov) contain risk factors, which may cause actual results to differ materially from the forward-looking statements contained in this news release.

 

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Contacts

 

News Media

Bruce Russell, 310/559-4955 x101

brussell@cleanenergyfuels.com

 

Investors

Ina McGuinness, 805/427-1372

ina@mcguinnessir.com

 

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