8-K

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 2, 2012

Blue Dolphin Energy Company

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation) 0-15905 (Commission File Number) 73-1268729 (IRS Employer 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))

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

Blue Dolphin Energy Company (“Blue Dolphin”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”) on January 27, 2012.  At the Annual Meeting, stockholders considered and voted upon seven proposals.  The proposals, number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes for non-routine items as to each such matter, are set forth below.

Proposal (1) Elect five directors to serve on Blue Dolphin’s Board of Directors (the “Board”) until the next annual meeting of stockholders or until their successors are duly elected and qualified, or until their earlier resignation or removal;

Proposal (2) Ratify the selection of UHY LLP as Blue Dolphin’s independent registered public accounting firm for the fiscal year ending December 31, 2011;

	Votes
	For		Against		Withheld		Broker Non-Votes
Laurence N. Benz		1,007,254		738		7,164		892,974
John N. Goodpasture		1,007,968		24		7,164		892,974
Harris A. Kaffie		1,007,968		24		7,164		892,974
Erik Ostbye		1,007,324		668		7,164		892,974
Ivar Siem		1,005,141		1,851		7,164		892,974

Proposal (3) Approve a Certificate of Amendment to Blue Dolphin’s Amended and Restated Certificate of Incorporation to decrease the number of authorized common shares, par value $0.01 per share (the “Common Stock”), from 100,000,000 shares to 20,000,000 shares;

Votes
For	Against	Abstain
1,581,661	14,564	7,034

Proposal (4) Approve two amendments to Blue Dolphin’s 2000 Stock Incentive Plan (the “Plan”) to: (i) change the expiration date of the Plan from ten to twenty years from the effective date and (ii) increase the aggregate number Common Stock reserved for issuance under the Plan from 171,128 shares to 1,000,000 shares;

Votes
For	Against	Abstain	Broker Non-Votes
986,455	26,925	1,676	893,074

Proposal (5) Issue 8,393,560 shares of Common Stock to Lazarus Energy Holdings, LLC (“LEH”) as consideration to purchase Lazarus Energy, LLC, which owns the Nixon Refinery, pursuant to a definitive Purchase and Sale Agreement entered into on July 12, 2011 between Blue Dolphin, LEH and LEH’s wholly-owned subsidiaries, whereby LEH shall hold eighty percent of Blue Dolphin’s issued and outstanding Common Stock after closing of the transaction, the result of which will be a change in control of Blue Dolphin;

Votes
For	Against	Abstain	Broker Non-Votes
998,342	14,408	2,160	893,220

Proposal (6) Adjourn or postpone the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of the foregoing proposals; and

Votes
For	Against	Abstain
1,446,639	112,915	43,700

Proposal (7) Transact any other business that may properly come before the Annual Meeting.

Votes
For	Against	Abstain
1,523,353	71,415	8,485

For Proposal (1), all director nominees were elected to the Board.  For Proposals (2), (3), (4), (5), (6) and (7), all matters passed.

Item 7.01 Regulation FD Disclosure.

Following adjournment of the Annual Meeting, Ivar Siem, Blue Dolphin’s Chairman and Chief Executive Officer, made a slide presentation to those present.  On January 27, 2012, Blue Dolphin issued a press release that disclosed Annual Meeting results and indicated that the slide presentation was available on Blue Dolphin’s website. The slide presentation is incorporated herein by reference.

The information under Item 7.01 in this Current Report on Form 8-K, including the exhibits hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under Item 7.01 in this Current Report on Form 8-K will not be incorporated by reference into any registration statement or other document filed by Blue Dolphin under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference. The furnishing of the information under Item 7.01 in this Current Report on Form 8-K is not intended to, and does not, constitute a determination by Blue Dolphin that the information under Item 7.01 in this Current Report on Form 8-K is complete or that investors should consider this information before making an investment decision with respect to Blue Dolphin’s Common Stock.

Item 9.01 Financial Statements and Exhibits.  

(d)Exhibits

99.1 Blue Dolphin Energy Company Press Release Issued January 27, 2012.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  February 2, 2012

Blue Dolphin Energy Company

/s/THOMAS J. MCREYNOLDS, JR.

Thomas J. McReynolds, Jr.

Senior Vice President, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

INDEX TO EXHIBITS

Exhibit
99.1	Blue Dolphin Energy Company Press Release Issued January 27, 2012.

EX-99.1

  BLUE DOLPHIN ENERGY COMPANY

PRESS RELEASE

FOR IMMEDIATE RELEASE

January 27, 2012

BLUE DOLPHIN ANNOUNCES 2011 ANNUAL STOCKHOLDERS MEETING RESULTS

Houston, January 27 / PRNewswire / -- Blue Dolphin Energy Company (Nasdaq:BDCO) (“Blue Dolphin”), an independent oil and gas company, today announced the results of its 2011 Annual Meeting of Stockholders (the “Annual Meeting”), which was held on January 27, 2012 at 10:00 a.m. Central in Houston, Texas.

Blue Dolphin’s stockholders voted to approve the issuance of approximately 8.4 million common shares to Lazarus Energy Holdings, LLC as consideration to purchase Lazarus Energy, LLC (“LE”), the main asset of which is the Nixon Crude Oil Processing Facility. Approximately 98% of the votes cast were in favor of the transaction.  Blue Dolphin expects to close the deal within the next couple of weeks.

Results of additional proposals for the Annual Meeting were as follows:

·   re-election of five directors: Laurence N. Benz, John N. Goodpasture, Harris A. Kaffie, Erik Ostbye and Ivar Siem, each of whom shall serve until their successors have been duly elected and qualified, or until their earlier resignation or removal; certain of  the directors have agreed to resign, at which time new directors will be appointed pursuant to the terms of the purchase and sale agreement governing the LE transaction;

·   ratification of UHY LLP as independent registered public accounting firm for the fiscal year ended December 31, 2011;

·   approval of one amendment to Blue Dolphin’s Certificate of Incorporation, as amended and restated, to decrease the number of authorized common shares (par value $0.01 per share) to 20 million; and

·   approval of two amendments to Blue Dolphin’s 2000 Stock Incentive Plan to extend the expiration date until 2020 and increase the aggregate number of common shares reserved for issuance under the plan to 1 million.

Following adjournment of the Annual Meeting, Ivar Siem, Chairman and Chief Executive Officer, made a presentation to those in attendance.  The presentation is available on Blue Dolphin’s corporate website under “Investor Relations.”

Blue Dolphin Energy Company (Nasdaq:BDCO) is engaged in the gathering and transportation, as well as the exploration and production, of oil and natural gas. For additional company information, visit Blue Dolphin’s corporate website at http://www.blue-dolphin.com.

Contact:

Ivar Siem

Chairman and Chief Executive Officer

713-568-4723

Certain of the statements included in this press release, which express a belief, expectation or intention, as well as those regarding future financial performance or results, or which are not historical facts, are “forward-looking” statements as that term is defined in the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.  The words “expect”, “plan”, “believe”, “anticipate”, “project”, “estimate”, and similar expressions are intended to identify forward-looking statements.  These forward-looking statements are not guarantees of future performance or events and such statements involve a number of risks, uncertainties and assumptions, including but not limited to our ability to continue as a going concern; our ability to complete a business combination with one or more target businesses; our ability to improve pipeline utilization levels; volatility of oil and natural gas prices; costly changes in environmental and other government regulations for which Blue Dolphin is subject; adverse changes in the global financial markets; and potential delisting of Blue Dolphin’s common stock.  Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual results and outcomes may differ materially from those indicated in the forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  The Company undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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