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): February 26, 2014
CLEAN ENERGY FUELS CORP.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction of
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001-33480
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33-0968580
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4675 MacArthur Court, Suite 800, Newport Beach, California |
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92660 |
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(Address of Principal Executive Offices) |
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Zip Code |
(949) 437-1000
(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 26, 2014, the Board adopted Amendment No. 1 to the Amended and Restated Bylaws of the Company (“Bylaws”), effective as of such date. Amendment No.1 amends the Bylaws by adding a new Section 7 to Article VII that designates the state courts located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) as the sole and exclusive forum, unless the Company consents in writing to an alternative forum, for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the Delaware General Corporation Law or the Company’s Certificate of Incorporation or Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine.
This summary of Amendment No.1 to the Bylaws is qualified in its entirety by the full text of Amendment No.1, a copy of which is attached hereto as Exhibit 3.2.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits |
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No. |
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Description |
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3.2.1 |
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Amendment No. 1 to Amended and Restated Bylaws |
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.
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Date: February 27, 2014 |
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Clean Energy Fuels Corp. |
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By: |
/s/ Richard R. Wheeler |
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Name: Richard R. Wheeler |
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Title: Chief Financial Officer |
Exhibit 3.2.1
AMENDMENT NO. 1
TO THE AMENDED AND RESTATED BYLAWS OF
CLEAN ENERGY FUELS CORP.
The Amended and Restated Bylaws (“Bylaws”) of Clean Energy Fuels Corp. are hereby amended, effective February 26, 2014, to add the following new Section 7 to Article VII of the Bylaws:
Section 7. Exclusive Forum . Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the Delaware General Corporation Law or the Corporation’s Certificate of Incorporation or Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).