Clean Energy Fuels Corp. (CLNE) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Clean Energy Fuels Corp. on December 7, 2021. The filing reports a change in the composition of the Company's Board of Directors resulting from a decision by TotalEnergies Marketing Services SAS ("TEMS"), a major shareholder.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance changes and does not contain financial performance data.
Material Changes
- Departure of Director: Philippe Charleux resigned from the Board of Directors effective immediately on December 7, 2021.
- Appointment of New Director: The Board appointed Ms. Karine Boissy-Rousseau to fill the vacancy created by Mr. Charleux's resignation, effective immediately.
- Shareholder Context: The appointment was made pursuant to director designation rights granted to TEMS under a 2018 Stock Purchase Agreement, under which TEMS holds approximately 25% of the Company's outstanding common stock.
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. Regarding the new director:
- Compensation: Ms. Boissy-Rousseau has voluntarily waived her right to receive compensation for her services as a director. The Company will only reimburse her reasonable out-of-pocket expenses.
- Committee Service: Ms. Boissy-Rousseau will not serve as a member of any Board committee.
- Background: She serves as Senior Vice President New Mobility and Marketing of TEMS and previously held leadership roles at Air Liquide in hydrogen mobility and industrial sectors.
Investor Verification Checklist
- Verify the exact ownership percentage of TotalEnergies Marketing Services SAS (TEMS) in Clean Energy Fuels Corp. to confirm the 25% stake mentioned in the 2018 agreement.
- Review the 2018 Stock Purchase Agreement to understand the specific terms of the director designation rights exercised by TEMS.
- Confirm the absence of any undisclosed family relationships or transactions between Ms. Boissy-Rousseau and other Company directors or officers as stated in the filing.
- Check subsequent filings for any changes to the Board's committee assignments for Ms. Boissy-Rousseau.