Clean Energy Fuels Corp. current report, 20 September 2023

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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 September 21, 2023, covering events that occurred on September 20, 2023. The filing addresses changes to the Company's Board of Directors resulting from a decision by TotalEnergies Marketing Services SAS ("TEMS"), a major shareholder.

Key Financial Metrics

This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is strictly focused on corporate governance changes.

Material Changes

  • Departure of Director: Laurent Wolffsheim resigned from the Board of Directors effective September 20, 2023. The resignation was not due to any disagreement with the Company regarding operations, policies, or practices.
  • Appointment of New Director: The Board appointed Mathieu Soulas to fill the vacancy created by Mr. Wolffsheim's resignation, effective immediately.
  • Shareholder Rights: The appointment was made pursuant to director designation rights granted to TEMS under a Stock Purchase Agreement dated May 9, 2018. 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:

  • Mr. Soulas will not serve on any Board committees.
  • Mr. Soulas has voluntarily waived his right to receive compensation for his services as a director. The Company will only reimburse reasonable out-of-pocket expenses.
  • Mr. Soulas has entered into a standard indemnification agreement with the Company.

Key Facts for Investor Verification

  • Verify the extent of TotalEnergies' current ownership stake and any associated voting rights or board designation agreements.
  • Confirm that the departure of Mr. Wolffsheim was not indicative of any underlying strategic disagreement between the Company and its largest shareholder.
  • Review Mr. Soulas's background in new mobility and marketing to assess his strategic fit for the Company's clean energy transition goals.
  • Note that this filing does not impact the Company's financial statements or operational metrics.