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):
December 31, 2020
Blue Dolphin Energy Company
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction of Incorporation)
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0-15905
(Commission File Number)
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73-1268729
(IRS Employer Identification
No.)
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801 Travis Street, Suite 2100
Houston, Texas 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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
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 Energy Company (“Blue Dolphin”) held its Annual
Meeting of Stockholders (the “Annual Meeting”)
virtually on December 31, 2020. 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, (ii)
ratify the selection of UHY LLP (“UHY”) as Blue
Dolphin’s independent public accounting firm for the fiscal
year ending December 31, 2020, (iii) approve, on an advisory basis,
a non-binding vote on executive compensation (“Say On
Pay”), (iv) approve, on an advisory basis, a non-binding vote
on the frequency of Say On Pay votes, and (v) transact any other
business that may properly come before the Annual Meeting. These
matters were set forth in Blue Dolphin’s Proxy Statement for
the Annual Meeting that was filed with the Securities and Exchange
Commission on November 25, 2020 pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended. The voting results
are set forth below:
1.
All
director nominees were elected:
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Votes
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For
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Against
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Withheld
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Broker
Non-Votes
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Jonathan
P. Carroll
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10,478,095
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939
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0
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4,381
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Amitav
Misra
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10,477,810
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1,224
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0
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4,381
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Christopher
T. Morris
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10,477,613
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1,421
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0
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4,381
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Ryan
A. Bailey
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10,478,095
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939
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0
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4,381
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Herbert
N. Whitney
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10,478,096
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938
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0
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4,381
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For
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Against
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Abstain
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Broker
Non-Votes
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10,481,450
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735
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1,230
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4,381
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3.
Say On Pay was
ratified:
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For
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Against
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Abstain
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Broker
Non-Votes
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10,470,525
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6,094
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2,415
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4,381
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4.
Say On Pay
frequency was determined:
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1
Year
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2
Years
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3
Years
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Abstain
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Broker
Non-Votes
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78,493
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6,596
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10,388,986
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4,573
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4,381
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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: January 4, 2021
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Blue
Dolphin Energy Company
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By:
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/s/
JONATHAN P. CARROLL
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Jonathan
P. Carroll
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Chairman
of the Board, Chief Executive Officer, President, Assistant
Treasurer and Secretary (Principal Executive Officer, Principal
Financial Officer, and Principal Accounting
Officer)
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