Form 8-K - Current report

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):

July 18, 2024

Blue Dolphin Energy Company

(Exact name of registrant as specified in its charter)

Delaware	0-15905	73-1268729
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

801 Travis Street, Suite 2100

Houston, TX 77002

(Address of principal executive office and zip code)

(713) 568-4725

(Registrant’s telephone number, including area code)

(Not Applicable)

(Former name or former address, if changed since last report)

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

		Name of each exchange
Title of each class	Trading Symbol (s)	on which registered
Common Stock, par value $0.01 per share	BDCO	OTCQX

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Blue Dolphin held its Annual Meeting of Stockholders (the “Annual Meeting”) on July 18, 2024 at 10:00 a.m. local time. At the Annual Meeting, stockholders considered proposals to: (i) elect five (5) director nominees, all of whom shall serve until the next annual meeting of stockholders, or in each case until their successors are duly elected and qualified, or until their earlier resignation or removal, and (ii) ratify the selection of UHY LLP (“UHY”) as Blue Dolphin’s independent public accounting firm for the fiscal year ending December 31, 2024. The voting results are set forth below:

1. All director nominees were elected:

					Votes		Broker
	For		Against		Withheld		Non-Votes
Jonathan P. Carroll		12,611,213		1,929		—		5,417
Amitav Misra		12,609,519		3,623		—		5,417
Christopher T. Morris		12,605,738		7,404		—		5,417
Ryan A. Bailey		12,610,805		2,337		—		5,417
Herbert N. Whitney		12,610,828		2,314		—		5,417

2. UHY was ratified:

						Broker
For		Against		Abstain		Non-Votes
	12,616,479		1,807		273		—

No other business was presented or discussed during the Annual Meeting.

SIGNATURE

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.

Date: July 22, 2024

	Blue Dolphin Energy Company

	/s/ JONATHAN P. CARROLL
	Jonathan P. Carroll
	Chairman of the Board, Chief Executive Officer,
	President, Treasurer and Secretary (Principal
	Executive Officer, Principal Financial Officer, and
	Principal Accounting Officer)

Document And Entity Information	Jul. 21, 2024
Document Information [Line Items]
Entity, Registrant Name	Blue Dolphin Energy Company
Document, Type	8-K
Document, Period End Date	Jul. 18, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	0-15905
Entity, Tax Identification Number	73-1268729
Entity, Address, Address Line One	801 Travis Street, Suite 2100
Entity, Address, City or Town	Houston
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	77002
City Area Code	713
Local Phone Number	568-4725
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	BDCO
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000793306