Clean Energy Fuels Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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CLEAN ENERGY FUELS CORP.​

April 4, 2024

Dear Stockholder,

You are cordially invited to attend the annual meeting of stockholders (“Annual Meeting”) of Clean Energy Fuels Corp. (the “Company,” “Clean Energy,” “we,” “us” or “our”) on Thursday, May 16, 2024, at 8:00 a.m. Pacific Time. The Annual Meeting will be a virtual meeting conducted via live audio webcast that can be accessed by visitingwww.virtualshareholdermeeting.com/CLNE2024. At this website, you will be able to listen to the Annual Meeting live, submit questions for our management, directors and representatives of our independent registered public accounting firm in attendance, and submit your vote while the Annual Meeting is being held.

To be a leader in any field, you must always find new ways to innovate and inspire.

Clean Energy strives to do just that.

During the Company’s early years, we worked with municipalities to help clean the air by transitioning their fleets of buses, airport support vehicles, and waste collection trucks from dirty diesel to cleaner burning natural gas. The results can be seen in bluer skies around the country.

In 2013, we pioneered a new type of fuel, renewable natural gas (“RNG”), that reduces smog-forming tailpipe emissions and greenhouse gas emissions, providing the transportation industry with an immediate solution to address climate change. Today, virtually all the fuel that we sell at our stations is RNG, allowing our customers’ fleets to dramatically lower their carbon footprint.

We believe so strongly in the sustainable power of RNG, that we made the decision several years ago to invest directly in its production. By partnering with dairy owners, we can help mitigate the critical problem of fugitive methane produced from cow manure, one of the most potent greenhouse gases. In 2023, we reached an important milestone by completing our first dairy RNG production facility that captures methane and turns it into a valuable transportation fuel, all while providing additional benefits to the dairy’s operations, such as organic nutrients, reduced odor, and improved water quality.

We feel very fortunate at Clean Energy to be in the business of helping our customers meet their sustainability goals.

As a longtime LA Dodgers fan, let me say that we were thrown a curveball at the beginning of 2023 that would make Clayton Kershaw envious. Due to extraordinary circumstances, including a protracted cold spell in California, natural gas prices shot through the roof in the state, which is our largest market, increasing 10-fold at one point. We were able to pass some of the expense to our customers, but we had to absorb much of it, which impacted our bottom line for the first two quarters.

Thankfully the fundamentals of our business are strong, and we were able to bounce back with a solid second half of the year. Our overall financial results for 2023 might not be what we had hoped going into it, but we believe the wind is to our backs and we have considerable momentum going into 2024 and beyond.

One of the most significant developments that began to unfold last year was the introduction of several Cummins X15N test engines. This is crucial for the alternative fuels heavy-duty vehicle market because it’s the first 15-liter engine to operate on RNG, capable of delivering the power, torque, and range that many heavy-duty trucks require. Some of the most well-known fleets in the country, like Walmart, Werner, UPS, Amazon, and Knight Transportation, began to put the X15N to the test, driving it over the most difficult terrains and challenging routes. I’m pleased to say that the reviews have been extremely favorable.

Commercialization of the X15N engine will begin later in 2024, but in my many years of partnering with Cummins on their natural gas engines, I’ve never heard the world-class engine manufacturer be so bullish about the potential of one of their new products. The heavy-duty truck market is desperately searching for an alternative to diesel that can meet their emissions reduction goals, yet have been disappointed by the cost, availability, and lack of necessary fueling/charging associated with other technologies including electric and hydrogen. We strongly believe the X15N, fueled by RNG, is the answer.

The timing of this new engine couldn’t be better. Over the last several years, Clean Energy has significantly expanded its fueling footprint in prime locations for heavy-duty trucking. By the end of 2023, we completed the construction of 18 of the 19 stations contracted by Amazon for their new nationwide heavy-duty fleet. The beauty of these stations is that we have an anchor customer in Amazon to pay for them, while being strategically located and open to other fleets.

Another market that is eagerly awaiting the new Cummins X15N is Canada. And once again, Clean Energy is well-posed to take advantage of this important transportation market. In April of last year, we announced an exciting strategic partnership with Tourmaline, Canada’s leading energy company, to construct up to 20 fueling stations, first across the western part of the country, with the potential of expanding east. With its long stretches between cities and mountainous terrain, heavy-duty trucks in Canada need a larger engine. The X15N will be a perfect fit for this environmentally conscious market.

The over-the-road market is not the only one making the switch to cleaner burning fuels. Our relationship with Pasha, the shipping company that services the Hawaiian market, continues to expand. We are now providing liquified natural gas (“LNG”) from our plant in Boron, California for three Pasha container ships that make their way from the Ports of Long Beach and Oakland to Honolulu. When running at full capacity, these large ships use an average of 460,000 gallons of LNG every week and are reducing their diesel particulate matter and sulfur oxide by 99%, their nitrogen oxides by 90%, and carbon dioxide by 25% compared to traditional shipping fuels.

There’s much more to be optimistic about Clean Energy’s future. But I will wrap up by emphasizing that we are extremely well positioned to continue to be the leader in the transitioning energy market. We strengthened our balance sheet at the end of 2023 with a $300 million secured term loan from Stonepeak, a leading infrastructure firm, and can draw an additional $100 million. We believe the investments we have made both in the upstream and downstream RNG markets will keep us ahead of any competitor. And most of all, we have the best team in the business of whom I couldn’t be prouder.

We are pleased to take advantage of laws and rules that allow issuers to make use of the Internet in conducting a meeting of stockholders, as well as in furnishing proxy materials. As a result, we will not only host the Annual Meeting virtually on the Internet, but we will also furnish the proxy materials for the Annual Meeting to our stockholders on the Internet. We believe this use of the Internet meaningfully lowers our costs, increases efficiencies and helps reduce the environmental impact of the Annual Meeting, while permitting and encouraging increased stockholder attendance and engagement.

The accompanying notice of Annual Meeting and Proxy Statement include the agenda for the Annual Meeting, explain the matters that will be discussed and voted on at the Annual Meeting and provide certain other information about our company.

Your vote is important, and we urge you to vote as promptly as possible. Thank you for supporting our Company.

Sincerely,

ANDREW J. LITTLEFAIR

President & Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 16, 2024

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The annual meeting of stockholders (“Annual Meeting”) of Clean Energy Fuels Corp. (the “Company,” “we,” “us” or “our”) will be held on Thursday, May 16, 2024, at 8:00 a.m. Pacific Time via live audio webcast that can be accessed by visitingwww.virtualshareholdermeeting.com/CLNE2024, for the following purposes:

To elect nine directors to the Board of Directors;

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To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024;

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To approve, on an advisory, non-binding basis, the compensation of our named executive officers;

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To approve our 2024 Performance Incentive Plan; and

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To transact any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

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The foregoing items of business are more fully described in the Proxy Statement that accompanies this notice.

The Company’s Board of Directors has fixed the close of business on March 22, 2024 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder for any purpose germane to the Annual Meeting at our principal executive offices during normal business hours for a period of 10 days before the Annual Meeting. The list of stockholders may also be accessed during the virtual Annual Meeting atwww.virtualshareholdermeeting.com/CLNE2024 by using the control number on your proxy card, voting instruction form or Notice of Internet Availability.

Even if you plan to attend the Annual Meeting, you are encouraged to vote on the Internet, by telephone or by mail before the Annual Meeting using the instructions provided in the accompanying proxy materials to ensure that your vote will be counted. If you submit your proxy or voting instructions and then decide to attend the Annual Meeting, you may still vote your shares during the Annual Meeting.