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Blue Dolphin (OTCQX: BDCO) investors approve directors, pay plan and auditor

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Blue Dolphin Energy Company reported voting results from its Annual Meeting of Stockholders held on June 25, 2026. Stockholders elected five directors, approved executive compensation on an advisory basis, chose a three-year frequency for future Say on Pay votes, and ratified UHY LLP as independent public accounting firm for the fiscal year ending December 31, 2026.

Each director nominee received over 12.8 million votes in favor with a small number of votes withheld. Say on Pay passed with over 12.8 million votes for, and UHY’s ratification received more than 12.8 million votes for and minimal opposition.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Jonathan P. Carroll 12,828,058 votes Director election at June 25, 2026 annual meeting
Say on Pay votes for 12,825,324 votes Advisory executive compensation approval
Say on Pay votes against 17,363 votes Advisory executive compensation approval
Say on Pay frequency for three years 12,562,071 votes Advisory frequency selection
Auditor ratification votes for UHY LLP 12,837,993 votes Ratification for fiscal year ending December 31, 2026
Auditor ratification votes against 4,696 votes Ratification of UHY LLP
Say on Pay financial
"approve, on an advisory basis, a non-binding vote on executive compensation (“Say on Pay”)"
Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.
Say on Pay Frequency financial
"approve, on an advisory basis, a non-binding vote on Say on Pay (“Say on Pay Frequency”)"
independent public accounting firm financial
"ratify the selection of UHY LLP (“UHY”) as Blue Dolphin’s independent public accounting firm"
An independent public accounting firm is a third-party audit firm that examines a company's financial records and issues a report on whether those statements are accurate and follow accounting rules. Like a neutral inspector or referee, its review gives investors confidence that the numbers can be trusted, reducing the risk of surprises and helping people decide whether the company is financially sound and worth investing in.
Annual Meeting of Stockholders financial
"held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 25, 2026"
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Understanding 8-K Material Events →
false 0000793306 0000793306 2026-06-25 2026-06-25
 
 
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):
June 25, 2026
 
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 Energy Company ("Blue Dolphin") held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 25, 2026 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, (ii) approve, on an advisory basis, a non-binding vote on executive compensation (“Say on Pay”), (iii) approve, on an advisory basis, a non-binding vote on Say on Pay (“Say on Pay Frequency”), and (iv) ratify the selection of UHY LLP (“UHY”) as Blue Dolphin’s independent public accounting firm for the fiscal year ending December 31, 2026. The voting results are set forth below:
 
1. All director nominees were elected:
 
           
Votes
  
   
For
    
Withheld
  
Jonathan P. Carroll
     12,828,058       14,896  
Amitav Misra
     12,827,058       15,896  
Christopher T. Morris
     12,828,058       14,896  
Ryan A. Bailey
     12,828,058       14,896  
Herbert N. Whitney
     12,828,058       14,896  
 
2. Say on Pay was approved:
 
   
For
    
Against
    
Abstain
  
      12,825,324       17,363       267  
 
3. Say on Pay Frequency was approved for Three Years:
 
   
For
    
Against
    
Abstain
  
      12,562,071       270,672       10,211  
 
4. UHY was ratified:
 
                         
   
For
    
Against
    
Abstain
  
      12,837,993       4,696       265  
 
No other business was presented or discussed during the Annual Meeting.
 
2
 
 
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: June 26, 2026
Blue Dolphin Energy Company
/s/ JONATHAN P. CARROLL
Jonathan P. Carroll
  Chairman of the Board, Chief Executive Officer,  
  President, Assistant Treasurer, and Secretary   
  (Principal Executive Officer)  
 
 
3

Source: View Original Filing on SEC EDGAR

FAQ

What did Blue Dolphin (BDCO) shareholders decide at the 2026 annual meeting?

Shareholders approved all proposals at the 2026 annual meeting, including director elections, executive compensation, Say on Pay frequency, and auditor ratification. Five directors were elected, Say on Pay passed, a three-year frequency was chosen, and UHY LLP was ratified as independent public accounting firm.

Were Blue Dolphin Energy’s director nominees elected by shareholders?

Yes, all five director nominees were elected by substantial majorities. Each nominee, including Jonathan P. Carroll and the other four candidates, received approximately 12.8 million votes in favor, with only a small number of votes withheld in each case at the 2026 annual meeting.

How did Blue Dolphin (BDCO) shareholders vote on Say on Pay?

Shareholders approved Blue Dolphin’s executive compensation in an advisory Say on Pay vote. The proposal received 12,825,324 votes for, 17,363 votes against, and 267 abstentions, indicating strong support for the company’s current executive pay program on a non-binding basis.

What Say on Pay frequency did Blue Dolphin shareholders choose?

Shareholders approved a three-year frequency for future Say on Pay votes. The three-year option received 12,562,071 votes for, with 270,672 votes against and 10,211 abstentions, meaning Blue Dolphin will hold advisory votes on executive compensation every three years going forward.

Did Blue Dolphin (BDCO) shareholders ratify UHY LLP as auditor?

Yes, shareholders ratified UHY LLP as Blue Dolphin’s independent public accounting firm for the year ending December 31, 2026. The ratification received 12,837,993 votes for, 4,696 votes against, and 265 abstentions, reflecting broad support for retaining UHY as auditor.

What was the date and location of Blue Dolphin’s 2026 annual meeting?

The 2026 annual meeting of stockholders was held on June 25, 2026 at 10:00 a.m. local time. It took place at Blue Dolphin Energy Company’s principal executive offices located at 801 Travis Street, Suite 2100, Houston, Texas 77002.

Filing Exhibits & Attachments

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