Clean Energy Fuels (CLNE) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 10, 2026, will be held virtually, allowing shareholders to vote and interact online.

• Company achieved growth in revenue and fuel sales in 2025, expanded RNG projects, and completed a major facility in Texas.

• Monetized $29.5 million in investment tax credits, strengthening cash flow.

• CEO transition occurred in April 2026, with Barclay F. Corbus appointed as President and CEO.

• Focus remains on expanding RNG supply, customer base, and optimizing the fueling network.

Voting matters and shareholder proposals

• Shareholders will vote to elect six directors, ratify KPMG LLP as independent auditor, and approve executive compensation on an advisory basis.

• Voting rights: one vote per share; quorum requires majority of outstanding shares.

• Broker non-votes and abstentions do not affect the outcome of proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 31, 2026.

• A shareholder proposal to engage an independent financial advisor was excluded under SEC rules.

Board of directors and corporate governance

• Six nominees for director, including new CEO Corbus, with a mix of industry, financial, and leadership experience.

• Board committees: audit, compensation, and nominating/corporate governance, all comprised of independent directors.

• Board leadership structure separates Chairman and CEO roles.

• Annual board and committee self-evaluations and director stock ownership guidelines in place.

• Stockholders can communicate directly with the board and recommend or nominate directors under defined procedures.