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):

June 8, 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 5.07Submission of Matters to a Vote of Security Holders.

Blue Dolphin Energy Company (“Blue Dolphin”) held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”) on June 5, 2012.  At the Annual Meeting, stockholders considered and voted upon two 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 matters, are set forth below.

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

	Votes
	For	Against	Withheld	Broker Non-Votes
Ivar Siem	9,109,953	3,456	4,325	434,223
Laurence N. Benz	9,110,452	2,957	4,325	434,223
John N. Goodpasture	9,113,266	143	4,325	434,223
A. Haag Sherman	9,113,394	15	4,325	434,223
Herbert N. Whitney	9,113,396	13	4,325	434,223

Proposal (2) Ratify the selection of UHY LLP as Blue Dolphin’s independent registered public accounting firm for the fiscal year ending December 31, 2012;

Votes
For	Against	Abstain
9,110,845	6,532	357

All director nominees were elected to the Board of Directors and Proposal (2) passed.

Item 7.01Regulation FD Disclosure.

Following the adjournment of the Annual Meeting, Ivar Siem, Blue Dolphin’s Chairman of the Board, and Jonathan Carroll, Blue Dolphin’s Chief Executive Officer and President, made a presentation to those in attendance at the Annual Meeting.  On June 8, 2012, Blue Dolphin issued a press release that disclosed the results of the stockholder votes at the Annual Meeting and indicated that the slides from the presentation made by Messrs. Siem and Carroll were available on Blue Dolphin’s website. The slides from the presentation by Messrs. Siem and Carroll are 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

                            99.1Blue Dolphin Energy Company Press Release Issued June 8, 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:           June 8, 2012

Blue Dolphin Energy Company

/s/ JONATHAN P. CARROLL

Jonathan P. Carroll

Chief Executive Officer, President,

Assistant Treasurer and Secretary

(Principal Executive Officer)

INDEX TO EXHIBITS

Exhibit                    Description of Exhibit

99.1                         Blue Dolphin Energy Company Press Release Issued June 8, 2012.

EX-99.1

  BLUE DOLPHIN ENERGY COMPANY

PRESS RELEASE

FOR IMMEDIATE RELEASE

June 8, 2012

BLUE DOLPHIN ANNOUNCES 2012 ANNUAL STOCKHOLDERS MEETING RESULTS

Houston, June 8 / Globenewswire / -- Blue Dolphin Energy Company (OTCQX:BDCO) (“Blue Dolphin”), an independent energy company with refining, midstream and upstream operations, today announced the results of its 2012 Annual Meeting of Stockholders (the “Annual Meeting”), which was held on June 5, 2012 at 10:00 a.m. Central in Houston, Texas.

At the Annual Meeting Blue Dolphin’s stockholders approved:

-   re-election of five directors (Ivar Siem, Laurence N. Benz, John N. Goodpasture, A. Haag Sherman and Herbert N. Whitney) to Blue Dolphin’s Board of Directors, each of whom shall serve until their successors have been duly elected and qualified, or until their earlier resignation or removal; and

-   ratification of UHY LLP as Blue Dolphin’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

Following the adjournment of the Annual Meeting, Ivar Siem, Blue Dolphin’s Chairman of the Board, and Jonathan Carroll, Blue Dolphin’s Chief Executive Officer and President, made a presentation to those in attendance at the Annual Meeting.  The slides from the presentation made by Messrs. Siem and Carroll are available on Blue Dolphin’s website (refer to link on home page).

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

Contact:

Jonathan P. Carroll

Chief Executive Officer and President

713-568-4725

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.  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: key supplier failure; loss of market share with or by a key customer; failure to comply with forbearance agreements relating to long-term indebtedness under which Blue Dolphin is in default; failure to realize anticipated benefits of acquired operations; volatility of refining margins; and the factors set forth under the heading “Risk Factors” in Part I, Item 1A of Blue Dolphin’s annual report on Form 10-K for the twelve month period ended December 31, 2011 and the heading “Risk Factors” in Part II, Item 1A of Blue Dolphin’s quarterly report on Form 10-Q for the three month period ended March 31, 2012.  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.  Unless legally required, Blue Dolphin 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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