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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant | ☒ |
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
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☐ |
Preliminary Proxy Statement |
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☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material pursuant to §240.14a- |
BLUE DOLPHIN ENERGY COMPANY
(Name of Registrant as specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS |
To Our Stockholders:
Notice is hereby given that an Annual Meeting of Stockholders (the “Annual Meeting”) of Blue Dolphin Energy Company, a Delaware corporation (referred to herein as “Blue Dolphin,” “we,” “us,” and “our”), will be held on Thursday, July 18, 2024 at 10:00 a.m. Central Time at Blue Dolphin’s principal office located at 801 Travis Street, 21 st Floor, Houston, Texas 77002. At the Annual Meeting, stockholders will consider proposals to:
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(1) |
Elect five (5) directors, 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. |
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(2) |
Ratify the selection of UHY LLP (“UHY”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024 . |
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(3) |
Transact any other business that may properly come before the Annual Meeting. |
Additional information regarding the Annual Meeting is outlined in the accompanying proxy statement. Our Board of Directors (the “Board”) has specified the close of business on May 20, 2024, as the record date (“Record Date”) to determine the stockholders who are entitled to receive notice ofand to vote atthe Annual Meeting. Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.
Regardless of whether you plan to attend the Annual Meeting in person, we request that you vote your shares of Blue Dolphin common stock at your earliest convenience to ensure that your shares of Blue Dolphin common stock will be represented at the Annual Meeting. Depending on how you hold your shares of Blue Dolphin common stock, options to cast your ballot include the Internet, telephone, fax, or mail. We recommend recording your vote online.
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AVAILABILITY OF PROXY MATERIALS – IMPORTANT NOTICE |
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Proxy materials are available online https://iproxydirect.com/BDCO |
Registered stockholders may vote during the Annual Meetingif they have registered in advance to participateby casting a ballot online or by phone. Beneficial stockholders who desire to cast a ballot during the Annual Meeting must obtain and use the legal proxy form provided by their brokerage firm, bank, trust, or other nominee, which contains a control number. The inspector of election at the Annual Meeting has access to the registered stockholder’s list to verify whether a registered stockholder is entitled to vote as of the Record Date. However, the inspector of election does not have access to the control number verification system that brokerage firms, banks, trusts, and other nominees use to verify whether a beneficial stockholder is entitled to vote at the Annual Meeting. See “Frequently Asked Questions –7. How do I vote if I am a beneficial stockholder?”for more information on voting shares held through a brokerage firm, bank, trust, or other nominee.
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By Order of the Board |
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/s/ JONATHAN P. CARROLL |
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Jonathan P. Carroll |
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Chairman of the Board |
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Houston, Texas |
Fellow Shareholders:
In 2023, we focused on what was within our control, aiming to increase shareholder value and focus on our people, processes, and equipment to support safe and reliable operations.
Continued Strong Financial Performance
Following our previous record performance in 2022, we delivered a strong financial performance for the twelve months ended December 31, 2023 , reporting a total gross profit of $44.7 million and total adjusted earnings before interest and other expenses, taxes, depreciation, and amortization (adjusted EBITDA) of $39.2 million. We also reported strong financial results for the three months ended March 31, 2024, with a total gross profit of $11.8 million and a total adjusted EBITDA of $10.5 million. We achieved these financial results against a volatile business environment and geopolitical turbulence. A reconciliation of adjusted EBITDA to net income can be found here: https://feeds.issuerdirect.com/news-release.html?newsid=6828248659578182 .
Recognized Stock Performance
For the second year in a row, Blue Dolphin placed within the ranking of top-performing OTCQX companies during calendar year 2023. Blue Dolphin ranked 23 rd on the 2024 OTCQX® Best 50. The annual ranking is calculated based on an equal weighting of one-year total return and average daily dollar volume growth fromthe previous calendar year. For the complete 2024 OTCQX Best 50 ranking information, visit https://www.otcmarkets.com/stock/OTCM/news/OTC-Markets-Group-Announces-the-2024-OTCQX-Best-50?id=427583 .
Operational Excellence
Throughout 2023, we continued to streamline operational processes, emphasizing mechanical integrity and preventative maintenance. These ongoing efforts reflect our commitment to safely operating our assets and protecting the health and safety of our personnel.
On behalf of the Board, I want to thank our team and recognize their dedication to ensuring safe and reliable operations. Their continued dedication enables us to deliver on our commitment to operational excellence. I also want to thank all our shareholders for their continued trust and support. Looking forward, we will continue to execute our strategy to optimize our existing asset base, improve operational efficiencies, and seize market opportunities to create value for all our stakeholders.
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Jonathan P. Carroll Chairman of the Board, Chief Executive Officer and President |
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PROXY STATEMENT BLUE DOLPHIN ENERGY COMPANY |
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(2) RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
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DIRECTOR NOMINATION AND STOCKHOLDER PROPOSALS BY STOCKHOLDERS FOR ANNUAL MEETING OF STOCKHOLDERS |
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| APPENDICES | |
| AUDIT COMMITTEE CHARTER | A-1 |
| COMPENSATION COMMITTEE CHARTER | B-1 |
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PROCEDURAL MATTERS |
This proxy statement and accompanying notice and proxy form are being furnished to the stockholders of Blue Dolphin Energy Company (referred to herein as “Blue Dolphin,” “we,” “us,” and “our”) in connection with the solicitation of proxies by Blue Dolphin’s Board of Directors (the “Board”) for use at the Annual Meeting of Stockholders (the “Annual Meeting”) and any adjournment or postponement thereof.
The Annual Meeting will be held on Thursday, July 18, 2024at 10:00 a.m. Central Time at Blue Dolphin’s principal office, which is located at 801 Travis Street, 21 st Floor, Houston, Texas 77002.
At the Annual Meeting, stockholders are being asked to consider and vote upon proposals to:
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(1) |
Elect five (5) directors, 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. |
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Ratify the selection of UHY LLP (“UHY”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024 . |
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(3) |
Transact any other business that may properly come before the Annual Meeting. |
Record Date; Who Is Entitled to Vote
The Board has fixed the close of business on May 20, 2024as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. A list of registered stockholders entitled to vote at the Annual Meeting will be open for examination by any stockholder during normal business hours for a period of ten (10) days prior to the Annual Meeting at our principal office, which is located at 801 Travis Street, 21 st Floor, Houston, Texas 77002. On the Record Date, there were 14,921,968 shares of our common stock, par value $0.01 per share (the “Common Stock”), issued and outstanding. Stockholders are entitled to one (1) vote per share of Common Stock held on the Record Date on each matter presented at the Annual Meeting.
This proxy statement, along with its accompanying notice and proxy form, are first being mailed to stockholders on or about June 6, 2024 . Our Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”), which has been incorporated by reference, is being mailed with this proxy statement.
The holders of a majority of the shares of Common Stock entitled to vote at the Annual Meeting and represented in person or by proxy shall constitute a quorum at the Annual Meeting for the transaction of business.
Abstentions and Broker Non-Votes
Abstentions – If a stockholder abstains from voting on a proposal, the shares are considered present and entitled to vote at the Annual Meeting. Therefore, abstentions will count toward determining whether or not a quorum is present. Under Delaware law, a proxy marked “abstain” is not considered a vote cast. Accordingly, an abstention will have no effect on the proposal regarding the election of directors, as the nominees are elected by a plurality of the votes cast. Abstentions on proposals that require the affirmative vote of a majority of the shares entitled to vote and represented at the Annual Meeting, in person or by proxy, will, in effect, be a vote against such matter.
Broker Non-Votes – Broker non-votes occur when brokers, banks, or other nominees that hold shares on behalf of beneficial (“street name”) stockholders do not receive voting instructions from the beneficial stockholders before the Annual Meeting and do not have discretionary voting authority to vote those shares. Broker non-votes are considered present and entitled to vote at the Annual Meeting. Therefore, broker non-votes will count toward determining whether or not a quorum is present. However, brokers are prohibited from voting shares of Common Stock for which they have not received instructions on non-routine matters, including the election of directors.
With the exception of the election of directors, our By-Laws, as amended and restated (the “By-Laws”), require an affirmative vote of a majority of the votes cast by the stockholders present, either in person or by proxy, and entitled to vote at the Annual Meeting for the proposal to be approved. The votes required for approval, and the impact of abstentions and broker non-votes for each proposal stockholders are being asked to consider and vote upon are as follows:
Proposal (1) — Election of Directors: You may vote “FOR” anyone, or all, of the nominees or withhold your vote for any one or more of the nominees. As the nominees are elected by a plurality of the votes cast, withheld votes and abstentions will not affect the outcome of this proposal. This proposal is considered a non-routine matter, and brokers will not have discretionary authority to vote shares for which they have not received instructions; and
Proposal (2) – Ratification of Independent Registered Public Accounting Firm: You may vote “FOR,” “AGAINST,” or "ABSTAIN." The affirmative vote of the holders of a majority of the shares of Common Stock entitled to vote and represented at the Annual Meeting, in person or by proxy, is required to approve the ratification of UHY as our independent registered public accountants for the fiscal year ending December 31, 2024 . Under applicable Securities and Exchange Commission (“SEC”) rules, this proposal is considered a routine matter, and brokers will have the discretionary authority to vote the shares of Common Stock for which they have not received instructions.
All shares of Common Stock represented at the Annual Meeting by properly executed proxies will be voted in accordance with the instructions indicated on the proxies. If no instructions are indicated with respect to any shares for which properly executed proxies have been received, such proxies will be voted “FOR” Proposal Nos. (1) and (2).
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. Proxies may be revoked pursuant to the following actions:
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providing written or electronic notice of revocation; |
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submitting a proxy of a later date; or |
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voting in person. |
A written notice of revocation should be sent by email to investor.relations@blue-dolphin.com. Depending on how you hold your shares, you can submit a proxy of a later date via the Internet, by telephone, by fax, or by mail.
To assist you with casting your vote, we have attempted to answer key questions you may have as a stockholder related to the proposals you are being asked to consider. Please review the frequently asked questions (FAQs) section, which is included as part of this proxy statement. If you have any additional questions, please contact Investor Relations at investor.relations@blue-dolphin.com.
Reimbursement of Solicitation Expenses
Blue Dolphin will bear all costs of this solicitation. Proxies will be solicited primarily by mail but may also be solicited by telephone or other electronic means by directors, officers, and employees of Blue Dolphin in the ordinary course of business, for which they will not receive additional compensation. Blue Dolphin has requested that brokers, nominees, fiduciaries, and other custodians send proxy materials to the beneficial owners of Common Stock, for which Blue Dolphin will reimburse them for their reasonable out-of-pocket expenses.
Remainder of Page Intentionally Left Blank
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FREQUENTLY ASKED QUESTIONS ( “ FAQs ” ) |
The FAQs presented in this section are to assist you in understanding the proposals you are being asked to vote upon for the Annual Meeting. The items addressed may not answer all questions that may be important to you as a stockholder. For additional information, please refer to the more detailed discussion contained elsewhere in this proxy statement or contact Blue Dolphin, Investor Relations at (713) 568-4725.
Procedural Matters
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Why am I receiving this proxy statement? |
You are receiving this proxy statement because you held shares of Blue Dolphin Common Stock as of the Record Date for the Annual Meeting.
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What does it mean if I receivedmore than one proxy? |
If you received more than one proxy form, it means that you held shares of Common Stock in more than one account. For example, you may own your shares of Common Stock individually, jointly with your spouse, as trustee of a trust, or as custodian for a minor. To ensure that all of your shares of Common Stock are voted, you must sign and return each proxy form received because they are held in a different form of ownership.
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Who is entitled to attend and vote at the Annual Meeting? |
If you owned shares of Common Stock as of the close of business on May 20, 2024, you are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. As of the Record Date, there were approximately 14,921,968 shares of Common Stock issued and outstanding.
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When and where will the Annual Meeting be held? |
The Annual Meeting will be held on Thursday, July 18, 2024, at 10:00 a.m. Central Time at Blue Dolphin’s principal office,801 Travis Street, 21 st Floor, Houston, Texas 77002.
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What do I need to do now? |
After carefully reading and considering the information contained in this proxy statement, please vote your shares of Common Stock as described below. You are entitled to one (1) vote for each share of Common Stock you owned as of the Record Date.
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How do I vote if I am a registered stockholder? |
If your shares of Common Stock are registered directly in your name with our transfer agent, Securities Transfer Corporation, you are considered, with respect to those shares, the stockholder of record or a “registered stockholder.” Registered stockholders may vote as follows: (i) by mail by completing, signing, and dating each proxy form received and returning it in the provided prepaid envelope, (ii) by fax by completing, signing, and dating each proxy form received and faxing to (202) 521-3464, (iii) onlineat https://www.iproxydirect.com/BDCO by following the instructions, or (iv) by participating in the Annual Meeting in person. If voting by mail, fax, or online, your voting instructions must be received by the “voting closed” determination that will be made live during the Annual Meeting. Voting by mail, fax, or online will not prevent you from participating in the Annual Meeting in person. You are encouraged to submit a proxy by mail, fax, or online, even if you plan to participate in the Annual Meeting in person,to ensure that your shares of Common Stock are present in person or represented by proxy.
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How do I vote if I am a beneficial stockholder? |
If your shares of Common Stock are held by a brokerage firm, bank, trust, or other nominee, you are considered the “beneficial stockholder” of the shares of Common Stock. The Common Stock is being held in “street name,” and your broker, bank, or other nominee is considered to be the holder of these shares. This means that, as a beneficial stockholder, you cannot vote your shares of Common Stock directly . You have the right to direct/instruct the brokerage firm, bank, trust, or other nominee on how to vote your shares of Common Stock . You also have the right to participate in the Annual Meeting in person . Your broker, bank, trustee, or nominee must provide you with a voting instruction form for voting purposes.
Under SEC Rules, brokers cannot vote on your behalf for non-routine matters. They may vote on your behalf for routine matters. Therefore, it is important that you promptly follow the directions provided by your brokerage firm, bank, trust, or other nominee regarding how to instruct them to vote your shares of Common Stock.
Non-Routine Matter(s) :
Proposal (1), election of directors
Routine Matter(s) :
Proposal (2), ratification of UHY as our independent registered public accounting firm for the fiscal year ending December 31, 2024
If you wish to vote in person, you must obtain a legal proxy form from the brokerage firm, bank, trust, or other nominee and present it to the inspector of election with your ballot. If you hold some shares of Common Stock as a registered stockholder and some shares of Common Stock as a beneficial stockholder, the shares of Common Stock cannot be combined for voting purposes because the shares of Common Stock held beneficially list the brokerage firm, bank, trust, or other nominee as the stockholder of record.
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What if I fail to instruct my brokerage firm, bank, trust, or other nominee how to vote? |
Because your brokerage firm, bank, trust, or other nominee does not have discretionary authority to vote on non-routine matters, failure to provide your broker or other nominee with voting instructions on how to vote your shares of Common Stock will result in a broker non-vote for ProposalNo. (1).
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What are the proposals that will be voted on at the Annual Meeting? |
You are being asked to consider and vote upon proposals to: (1) elect five directors, (2) ratify the selection of UHY as our independent registered public accounting firm for the fiscal year ending December 31, 2024 , and (3) transact any other business that may properly come before the Annual Meeting and any adjournment or postponement thereof.
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How does Blue Dolphin ’ s Board recommend that I vote on the proposals? |
The Board has determined that each of the proposals presented in the proxy statement is in your best interestsand unanimously recommends that you vote “FOR” each director nominee and each other proposal presented in the proxy statement.
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How many votes are required to approve an adjournment or postponement of the Annual Meeting to a later time, if necessary or appropriate, to obtain a quorum or solicit additional proxies in favor of the proposals? |
If a quorum is not met, the Board may submit a proposal to adjourn or postpone the Annual Meeting to a later date or dates until a quorum is met. If a quorum is met but there are insufficient votes to adopt the proposals, our By-Laws require the affirmative vote of a majority of the votes cast in order to adjourn or postpone the Annual Meeting to a later time. Withheld votes, abstentions, and broker non-votes will have no effect on this matter.
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How are votes counted? |
The inspector of election that is appointed for the Annual Meeting will count the votes. This person will separately count “FOR,” “WITHHELD,” and “AGAINST” votes, as well as abstentions and broker non-votes.
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What constitutes a quorum for the Annual Meeting? |
The presence, in person or by proxy, of stockholders representing a majority of the shares of Common Stock entitled to vote at the Annual Meeting will constitute a quorum for the Annual Meeting. Shares of Common Stock held by registered stockholders that submit a properly executed proxy form will be counted as part of the quorum. Shares of Common Stock held by beneficial stockholders that either provide their brokerage firm, bank, trust, or other nominee with voting instructions or obtain a legal proxy form for voting in person at the Annual Meeting will be counted as part of the quorum.
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Am I entitled to appraisal rights? |
Under Delaware law, stockholders are not entitled to appraisal rights with respect to any of the proposals presented at the Annual Meeting.
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What happens if I sell my shares of Blue Dolphin Common Stock before the Annual Meeting? |
The Record Date to determine whether stockholders are entitled to vote at the Annual Meeting is earlier than the date of the Annual Meeting. If you transferred or soldyour shares of Common Stock after the Record Date but before the Annual Meeting, you will, unless special arrangements are made, retain your right to vote at the Annual Meeting.
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Who can answer further questions? |
For additional questions, please contact Blue Dolphin, Investor Relations at investor.relations@blue-dolphin.com. For assistance in submitting proxies or voting shares of Common Stock, registered stockholders should contact Securities Transfer Corporation by phone at (469) 633-0101 or visit their website at http://www.stctransfer.com . Beneficial stockholders should contact their brokerage firm, bank, trust, or other nominee for additional information.
Selection of UHY as Independent Registered Public Accounting Firm
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How long has UHY been our independent registered public accounting firm? |
UHY has been engaged as our independent registered public accounting firm since 2002. Although ratification of UHY as our independent registered public accounting firm by our stockholders is not required by our By-Laws, the Board believes that submitting this matter to a vote reflects good corporate practice.
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What happens if UHY ’ s selection is not ratified? |
In the event of a negative vote on such ratification, the Audit Committee of the Board (the “Audit Committee”) will consider whether it is appropriate to select another independent registered public accounting firm. Even if this appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our best interest and that of our stockholders.
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PROPOSALS |
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(1) ELECTION OF DIRECTORS |
Director Nominees
The Board has affirmatively determined that each of Ryan A. Bailey, Amitav Misra, and Christopher T. Morris, each an outside director, is considered an “Independent Director” as such term is defined by OTCQX and SEC rules. Jonathan P. Carroll, our Chief Executive Officer and President, and Herbert N. Whitney, a consultant to Blue Dolphin, are not independent directors. The independent members of the Board nominated Messrs. Bailey, Misra, Morris, Carroll, and Whitney to serve as directors until the next annual meeting of stockholders. See “Corporate Governance and Board Matters – Nominating Procedures” for more information. Each director that was nominated (each a “Director Nominee”) shall serve as a director until the next annual meeting of stockholders, or in each case until their successors have been duly elected and qualified, or until they resign or are removed.
Each Director Nominee has consented to being nominated and is willing to serve if elected. The Board has no reason to believe that any of the Director Nominees will be unable or unwilling to serve if elected. However, should any Director Nominee become unable or unwilling to serve as a director at the time of the Annual Meeting, the person or persons exercising the proxies will vote for the election of a substitute Director Nominee designated by the Board.
This table reflects, as of the Record Date: (i) each Director Nominee’s name, age, principal occupation, and directorships during the past five (5) years and (ii) their relevant knowledge and experience that led to their nomination to the Board:
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Name, Age Principal Occupation and Directorships During Past 5 Years |
Knowledge and Experience |
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Jonathan P. Carroll , 62 Blue Dolphin Energy Company Chairman of the Board (since 2014) Chief Executive Officer, President, and Secretary (since 2012) Lazarus Energy Holdings, LLC (“LEH”) Manager (since 2006) and Majority Owner Together, LEH and Jonathan Carroll owned83% of our outstanding Common Stock as of the Record Date. Mr. Carroll has served on Blue Dolphin’s Board since 2014. He is currently Chairman of the Board. He previously served on the Board of Trustees of the Salient Fund Group from 2004 to 2022, and served on the compliance, audit, and nominating committees of several of Salient’s private and public closed-end and mutual funds at various times within that period. Mr. Carroll also previously served on the Board of Directors of the General Partner of LRR Energy, L.P. (NYSE: LRE) from January 2014 until its merger with Vanguard Natural Resources, LLC in October 2015. |
Mr. Carroll earned a Bachelor of Arts in Human Biology and a Bachelor of Arts in Economics from Stanford University, and he completed a Directed Reading in Economics at Oxford University. Based on his educational and professional experiences, Mr. Carroll possesses particular knowledge and experience in business management, finance, and business development that strengthen the Board’s collective qualifications, skills, and experience. |
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Name, Age Principal Occupation and Directorships During Past 5 Years |
Knowledge and Experience |
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Ryan A. Bailey , 48 Paradigm Institutional Investments Chief Investment Officer and Managing Partner (April 2023 to Present) Investment Office Resources Co-Chief Investment Officer and Partner (June 2022 to March 2023) Carbonado Partners Strategic Advisor (June 2022 to Present) Managing Partner (September 2020 to June 2022) and Founder Pacenote Capital Managing Partner (2019 to 2020) and Co-founder Children’s Health System of Texas Head of Investments (2014 to 2019) Mr. Bailey was appointed to Blue Dolphin’s Board in November 2015. He is currently a member of the Audit and Compensation Committees. He also serves as an advisor and mentor to Texas Wall Street Women, a non-profit member organization; as Chairman of the Texas Alternative Investment Association; andas a member of the board of directors of Stream Foundation, Bridgeway Capital Management, and Portfolios with Purpose. Mr. Bailey is also a member of the investment committees of the Texas Employee Retirement System, American Heart Association, Dallas Police and Fire, and Dallas Parkland Hospital. |
Mr. Bailey earned a Bachelor of Arts in Economics from Yale University and completed a graduate course in tax planning from the Yale School of Management. He holds professional credentials as a Chartered Financial Analyst (CFA), Financial Risk Manager (FRM), Chartered Alternative Investment Analyst (CAIA), and Chartered Market Technician (CMT). Based on his educational and professional experiences, Mr. Bailey possesses particular knowledge and experience in finance, financial analysis and modeling, investment management, risk assessment, and strategic planning that strengthen the Board’s collective qualifications, skills, and experience. |
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Amitav Misra , 46 HighRadius Corporation Vice President of Experiential Marketing and Partnerships (since December 2022) Vice President of Global Marketing, Mid-Market (July 2022 to December 2022) Vice President of Treasury Line of Business (December 2020 to July 2022) Vice President of Treasury Marketing (July 2020 to July 2022) Arundo Analytics, Inc. General Manager Americas ( 2018 to 2020 ) Vice President of Marketing (2017 to 2020) Mr. Misra has served on Blue Dolphin’s Board since 2014.He is currently a member of the Audit and Compensation Committees.Mr. Misra is an advisor to several energy, technology, and private investment companies.He is also a director of the Houston Center for Literacy, a non-profit organization. |
Mr. Misra earned a Bachelor of Arts in Economics from Stanford University and has heldFINRA Series 79 and Series 63 licenses. Mr. Misra possesses particular knowledge and experience in economics, business development, private equity, and strategic planning that strengthen the Board’s collective qualifications, skills, and experience. |
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Christopher T. Morris , 62 Known Growth, LLC Managing Director (2023 to Present) Bonaventure Realty Group Executive Vice President (2020 to 2022) Impact Partners LLC President (2017 to 2020) Mr. Morris has served on Blue Dolphin’s Board since 2012; he is currently Chairman of the Audit and Compensation Committees. |
Mr. Morris earned a Bachelor of Arts in Economics from Stanford University and a Masters in Business Administration from the Harvard Business School. Based on his educational and professional experiences, Mr. Morris possesses particular knowledge and experience in business management, corporate finance, private equity and strategic planning that strengthen the Board’s collective qualifications, skills, and experience. |
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Name, Age Principal Occupation and Directorships During Past 5 Years |
Knowledge and Experience |
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Herbert N. Whitney , 83 Wildcat Consulting, LLC President (since 2006) and Founder Mr. Whitney has served on Blue Dolphin’s Board since 2012. He previously served on the Board of Directors of Blackwater Midstream Corporation, the Advisory Board of Sheetz, Inc., as Chairman of the Board of Directors of Colonial Pipeline Company, and as Chairman of the Executive Committee of the Association of Oil Pipelines. |
Mr. Whitney has more than 40 years of experience in pipeline operations, crude oil supply, product supply, distribution, and trading, as well as marine operations and logistics, having served as the President of CITGO Pipeline Company and in various general manager positions at CITGO Petroleum Corporation. He earned his Bachelor of Science in Civil Engineering from Kansas State University. Based on his educational and professional experiences, he has extensive knowledge in the supply and distribution of crude oil and petroleum products, strengthening the Board’s collective qualifications, skills, and expertise. |
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Recommendation
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “ FOR ”
THE ELECTION OF ALL OF THE DIRECTOR NOMINEES.
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(2) RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
For additional information related to this matter, refer to Numbers 17 and 18of the FAQs provided as part of this proxy statement.
For purposes of determining whether to select UHY as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2024 , the Audit Committee conducted a thorough review of UHY’s performance. The Audit Committee considered:
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UHY’s performance on previous audits, including the quality of the engagement team and the firm’s experience, client service, responsiveness, and technical expertise; |
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the firm’s leadership, management structure, and client and employee retention; |
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the firm’s financial strength and performance; and |
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the appropriateness of fees charged. |
UHY has acted as our principal independent registered public accounting firm since 2002. We are asking our stockholders to ratify the selection of UHY as our independent registered public accounting firm for the fiscal year ended December 31, 2024 . Although ratification is not required by our By-Laws or otherwise, the Board is submitting the selection of UHY to our stockholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whetherselecting another independent registered public accounting firm is appropriate. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of Blue Dolphin and our stockholders.
A representative of UHY is expected to be available during the Annual Meeting, with the opportunity to make a statement if he or she decides to do so, and will respond to appropriate questions.
This table shows fees paid to UHY during the periods indicated:
|
December 31, |
||||
|
2023 |
2022 |
|||
|
Audit fees |
$ 277,135 |
$ 232,500 |
||
|
Audit-related fees |
- |
- |
||
|
Tax fees |
- |
- |
||
|
$ 277,135 |
$ 232,500 |
|||
Amounts billed but unpaid for each of the correspondingtwelve months ended December 31, 2023 and 2022totaled approximately$0.1 million. Audit fees for 2023and 2022related to the audit of our consolidated financial statements and the review of our quarterly reports that are filed with the SEC. The Audit Committee must pre-approve all audit and non-audit services provided to us by our independent registered public accounting firm.
Recommendation
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “ FOR ” THE RATIFICATION
OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
|
(3) TRANSACTION OF OTHER MATTERS |
At the date of this proxy statement, the Board wasunaware of any matter to be acted upon at the Annual Meeting other than thosein Proposal Nos. (1) and (2) as described herein. If other business comes before the Annual Meeting, the persons named on the proxy will vote the proxy in accordance with their best judgment.
|
EXECUTIVE OFFICERS |
This table shows, as of the Record Date, the name and age of each executive officer, as well as their principal occupation during the past five (5) years:
|
Name |
Position |
Since |
Age |
|||
|
Jonathan P. Carroll |
Chief Executive Officer, President, Treasurer, and Secretary (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) |
2012 |
62 |
Jonathan P. Carroll was appointed Chairman of the Board of Blue Dolphin in 2014 and appointed Chief Executive Officer, President, and Secretary of Blue Dolphin in 2012. He has also been LEH's Manager since 2006 and is its majority owner. Together, LEH and Jonathan Carroll owned83% of Blue Dolphin’s Common Stock as of the Record Date.Before founding LEH, Mr. Carroll was a private investor focused on direct debt and equity investments, primarily in distressed assets.He previously served on the Board of Trustees of the Salient Fund Group from 2004 to 2022, and served on the compliance, audit, and nominating committees of several of Salient’s private and public closed-end and mutual funds at various times within that period. Mr. Carroll also previously served on the Board of Directors of the General Partner of LRR Energy, L.P. (NYSE: LRE) from January 2014 until its merger with Vanguard Natural Resources, LLC in October 2015. He earned a Bachelor of Arts in Human Biology and a Bachelor of Arts in Economics from Stanford University, and he completed a Directed Reading in Economics at Oxford University.
|
CORPORATE GOVERNANCE AND BOARD MATTERS |
Board
The Board consists of Messrs. Carroll, Bailey, Misra, Morris, and Whitney, with Mr. Carroll serving as Chairman. During 2023, the Board met twiceand acted by written consent twice. All directors participated in the meetings and acted by written consent. The Board has two standing committees, the Audit Committee, and the Compensation Committee.
Audit Committee
The Audit Committee consists of Messrs. Morris, Bailey, and Misra, with Mr. Morris serving as Chairman. During 2023, the Audit Committee met four (4) times. All members of the Audit Committee are independent under SEC and NASDAQ rules and that each of Messrs. Morris, Bailey, and Misraqualifies as an Audit Committee Financial Expert. The Audit Committee’s duties include overseeing financial reporting and internal controls functions among other matters. The Audit Committee’s written charter is available on our corporate website ( http://www.blue-dolphin-energy.com ).The Audit Committee charter is also included in this proxy statement as Appendix A .
Compensation Committee
The Compensation Committee consists of Messrs. Morris, Bailey, and Misra, with Mr. Morris serving as Chairman. The Compensation Committee only meets by special meeting; the Compensation Committee did not meet during 2023. All members of the Compensation Committee are independent under SEC and NASDAQ rules. The Compensation Committee’s duties include reviewing and determining executive compensation for Blue Dolphin. The Compensation Committee’s written charter is available on our corporate website (http://www.blue-dolphin-energy.com).The Compensation Committee charter is also included in this proxy statement as Appendix B .
Nominating Procedures
Given the small size of the Board, the Board adopted a “Board Nomination Procedures” policy in lieu of appointing a standing nominating committee. Using the “Board Nomination Procedures” policy, the Audit Committee, which is comprised of independent directors, uses the policy to perform a similar function as a standing nominating committee. Independent directors use the policy when choosing nominees to stand for election. The Board will consider for possible nomination qualified nominees recommended by stockholders in accordance with Blue Dolphin’s Certificate of Incorporation. As addressed in the “Board Nomination Procedures” policy, how independent directors evaluate director nominees as recommended by a stockholder is the same as for nominees received from other sources. See “Director Nomination and Stockholder Proposals by Stockholders for Annual Meeting of Stockholders” in this proxy statement for more information.
The Board endeavors to nominate qualified directors who will make important contributions to the Board and Blue Dolphin. The Board generally requires that nominees be persons of sound ethical character, be able to represent all stockholders fairly, have demonstrated professional achievements, have meaningful experience, and have a general appreciation of the major business issues facing Blue Dolphin.Since the last annual meeting, there have not been any material changes to the procedures by which shareholders may recommend nominees to the Board.
Board Diversity
Blue Dolphin does not maintain a formal diversity policy for Board membership. However, the Board believes that the directors, considered as a group, should provide a mix of backgrounds, knowledge, viewpoints, professional experience, and age. Thus, our nominating procedures consider the extent to which the Board as a whole includes a mix of members that represent an appropriate diversity of background and experience.The following table presents our Board diversity statistics as of the Record Date.
|
Board Diversity Matrix |
||||
|
Total Number of Directors |
5 |
|||
|
Male |
Female |
|||
|
Gender Identity |
5 |
-- |
||
|
African American or Black |
3 |
-- |
||
|
Alaskan Native or Native American |
-- |
-- |
||
|
Asian |
-- |
-- |
||
|
Hispanic or Latino/Latina |
-- |
-- |
||
|
Native Hawaiian or Pacific Islander |
-- |
-- |
||
| Indian or Other South Asian | 1 | -- | ||
| Middle Eastern or North African | -- | -- | ||
|
White |
1 |
-- |
||
Director Attendance at Annual Meeting
Given the small size of the Board, director attendance at our annual meeting of stockholders is encouraged but not required. Generally, Mr. Carroll is the only director who attends.
Leadership Structure
Blue Dolphin is led by Mr. Carroll, who has served as Chairman of the Board since 2014 and as our Chief Executive Officer and President since 2012. Having a single company leader is commonly utilized by other public companies in the United States, and we believe it is also effective for Blue Dolphin. This leadership structure demonstrates to our personnel, customers, and stockholders that we are under strong leadership, with a single person setting the tone and having primary responsibility for managing our operations, and eliminates the potential for confusion or duplication of efforts. We do not believe that appointing an independent Board chairpersonor a permanent lead directorwould improve the Board's performance.
Risk Oversight
Our Board is involved in overseeing Blue Dolphin’s risk management. The two standing Board committees provide appropriate risk oversight. The Audit Committee oversees the accounting and financial reporting processes and compliance, internal controls, legal, and risk matters. The Compensation Committee oversees compensation policies, including approving compensation for directors and management. We believe that the processes established to report and monitor systems for material risks applicable to us are appropriate and effective.
Code of Ethics and Code of Conduct
In compliance with the Sarbanes-Oxley Act of 2002, the Board adopted a code of ethics policy and a code of conduct policy. The Audit Committee established procedures to enable anyone concerned about our conduct, policies, accounting, internal controls over financial reporting, and/or auditing matters to communicate that concern directly to the Chairpersonof the Audit Committee. Our code of ethics and code of conduct policies are available on our website (http://www.blue-dolphin-energy.com). Any amendments or waivers to provisions of our code of ethics or code of conduct will be disclosed on Form 8-K as filed with the SEC and/or posted on our website.
Communicating with Directors
As the Board does not receive a large volume of correspondence from stockholders, at this time, there is no formal process by which stockholders can communicate with the Board. Instead, any stockholder who desires to contact the Board or specific members of the Board may do so by writing to: Blue Dolphin Energy Company, Attention: Secretary for the Board, 801 Travis Street, Suite 2100, Houston, Texas 77002. Currently, all communications addressed in such a manner are sent directly to the indicated directors. In the future, if the Board adopts a formal process for determining how communications are to be relayed to directors, that process will be disclosed on Form 8-K as filed with the SEC and/or posted on our website (http://www.blue-dolphin-energy.com ) .
|
AUDIT COMMITTEE REPORT |
The duties and responsibilities of the Audit Committee are outlined in a written charter adopted by the Board. The Audit Committee comprises independent directors with the requisite financial experience and expertise and meets SEC and OTCQX rules and requirements. The Audit Committee reviews and reassesses its written charter annually and recommends any changes to the Board for approval. In addition, the Audit Committee periodically reviews relevant proposed and adopted updates to the Sarbanes-Oxley Act of 2002 and SEC rules regarding Audit Committee procedures and responsibilities to ensure compliance. The Audit Committee charter is available on our website ( http://www.blue-dolphin-energy.com ).
The Audit Committee’s primary duties and responsibilities are to:
|
■ |
assess the integrity of our accounting internal controls and financial reporting process; |
|
■ |
assess the independence and performance of our independent registered public accounting firm; and |
|
■ |
provide an avenue of communication between our independent registered public accounting firm, management, and the Board. |
For the fiscal year ended December 31, 2023 , management represented to the Audit Committee that our consolidated financial statements were prepared in accordance with accounting principles generally accepted by the United States of America. Management concluded that our internal controls over financial reporting were effective at December 31, 2023 .
As a smaller reporting company, we are not required to audit our internal controls over financial reporting. However, UHY’s audit as of December 31, 2023 included consideration of internal controls over financial reporting as a basis for designing audit procedures appropriate for our operations and structure. The Audit Committee reviewed and discussed with management and UHY our audited consolidated financial statements and our internal controls over financial reporting for the fiscal year ended December 31, 2023 .
Pursuant to Public Company Accounting Oversight Board (“PCAOB”) guidance, UHY:
|
■ |
communicates to the Audit Committee its responsibilities in relation to the audit and establishes an understanding of the terms of the audit engagement with the audit committee; |
|
■ |
obtains information from the Audit Committee relevant to the audit; |
|
■ |
communicates to the Audit Committee an overview of the overall audit strategy and timing of the audit; and |
|
■ |
provides the Audit Committee with timely observations arising from the audit that are significant to the financial reporting process. |
With regard to determining UHY’s performance and independence for the fiscal year ended December 31, 2023 , the Audit Committee reviewed:
Performance
|
■ |
UHY’s performance on previous audits, including the quality of the engagement team and the firm’s experience, client service, responsiveness, and technical expertise; |
|
■ |
UHY’s leadership, management structure, and client and employee retention; |
|
■ |
UHY’s financial strength and performance; and |
|
■ |
the appropriateness of UHY fees. |
Independence
|
■ |
the relationships between UHY and Blue Dolphin, as well as any relationships between UHY and our management and directors; |
|
■ |
whether any relationship with or service provided by UHY: (i) creates a mutual or conflicting interest with us, (ii) places UHY in the position of auditing its own work, (iii) results in UHY acting as management or an employee of us, or (iv) places UHY in a position of being an advocate for us; and |
|
■ |
whether UHY provides any prohibited non-audit services to us. |
The Audit Committee received the written disclosures and letter from our independent registered public accounting firm as required by the PCAOB's Ethics and Independence Rule 3526, Communicationwith Audit Committees Concerning Independence . Further, the Audit Committee discussed with UHY its performance and independence for the fiscal year ended December 31, 2023 . Based on its findings, the Audit Committee determined that the services provided by UHY were satisfactory and that UHY is independent.
The Audit Committee holds a meeting at least quarterly in which management and UHY participate. As a result, an avenue of communication between UHY, management, and the Board is accomplished on a regular basis. As part ofthe Audit Committee meeting, independent members of the Board have a break out session in which they meet separately with representatives from UHY in an executive session.
Based on discussions with management and UHY, as well as review of UHY’s report to the Audit Committee, the Audit Committee recommended to the Board that our audited consolidated financial statements for the fiscal year ended December 31, 2023 be included in the Annual Report on Form 10-K for such year, as filed with the SEC.
The Audit Committee:
Christopher T. Morris, Chairman
Ryan A. Bailey
Amitav Misra
|
COMPENSATION DISCUSSION AND ANALYSIS |
Executive Compensation Policy and Procedures
LEH operates and manages all Blue Dolphin assets pursuant to a Third Amended and Restated Operating Agreement dated April 1, 2024 (the “Third Amended and Restated Operating Agreement") between LEH, Blue Dolphin, and Blue Dolphin's subsidiaries. Services under the Third Amended and Restated Operating Agreement include personnel serving in a variety of capacities, including, but not limited to corporate executives. All personnel work for and are paid by LEH.
Compensation for Named Executives
Jonathan Carroll is our only executive officer. As noted above under “Executive Compensation Policy and Procedures,” Mr. Carroll’s remuneration is provided by LEH under the Third Amended and Restated Operating Agreement. We do not provide any of his remuneration, but rather pay a management fee to LEH under thisagreement. During the fiscal year ended December 31, 2023 , we paid $0.7 million in operating fees to LEH under this agreement. Also, as disclosed under “Related Party Transactions – Affiliate Agreements,” Mr. Carroll receives certain fees under various other affiliate agreements.
|
Summary Compensation Table |
|
Name and Principal Position |
Year |
Salary |
Total |
||||||
|
(in thousands) |
|||||||||
|
Jonathan P. Carroll |
2023 |
$ | - | $ | - | ||||
|
Chief Executive Officer and President |
2022 |
$ | - | $ | - | ||||
|
(Principal Executive Officer, Principal |
|||||||||
|
Financial Officer, and Principal |
|||||||||
|
Accounting Officer) |
|||||||||
Compensation Risk Assessment
LEH’s approach to compensation practices and policies applicable for non-executive personnel throughout our organization is consistent with the base pay market median for each position. LEH believes its practices and policies in this regard are not reasonably likely to have a material adverse effect on us.
Outstanding Equity Awards
None.
Director Compensation Policy and Procedures
Although Jonathan Carroll is a director of Blue Dolphin, his services as Chief Executive Officer are provided under the Third Amended and Restated Operating Agreement (see above under “Executive Compensation Policy and Procedures.”) Therefore, we do not have any directors that are also employed by Blue Dolphin. The Compensation Committee reviews and recommends to the Board for its approval all compensation for directors.
Compensation for Non-Employee Directors
In the fiscal year ended December 31, 2023 , non-employee, independent directors received $80,000 in cash for their service on the Board. The cash earned was $20,000 quarterly. In2023and2022, non-employee, independent directors also earned additional compensation for serving on the Audit Committee. The chairperson of the Audit Committee earned an additional $2,500 in cash in each of the second and fourth quarters of the year, for a total of $5,000 annually. Members of the Audit Committee earned an additional $1,250 in cash in each of the second and fourth quarters of the year, for a total of $2,500 annually. Non-employee, independent directors serving on the Compensation Committee did not earn any additional compensation for their service as directors. Non-employee, independent directors were also reimbursed for reasonable out-of-pocket expenses related to in-person meeting attendance.
|
Non-Employee, Independent Director Compensation |
|
Fiscal Year Ended December 31, 2023 |
||||||||||||||||||||
|
Cash |
Common Stock (1) |
|||||||||||||||||||
|
Name |
Paid |
Unpaid |
Paid |
Unpaid |
Total |
|||||||||||||||
|
Christopher T. Morris |
$ | 85,000 | $ | - | $ | - | $ | - | $ | 85,000 | ||||||||||
|
Ryan A. Bailey |
$ | 82,500 | - | - | - | $ | 82,500 | |||||||||||||
|
Amitav Misra |
$ | 82,500 | - | - | - | $ | 82,500 | |||||||||||||
| $ | 250,000 | $ | - | $ | - | $ | - | $ | 250,000 | |||||||||||
|
(1) |
At December 31, 2023 , Messrs. Morris, Bailey, and Misra had total restricted awards of Common Stock outstanding of 212,400, 198,050, and 204,141, respectively. |
Pay Versus Performance
The following disclosure is required by SEC rules but is not reflective of how we or the Compensation Committee determine executive compensation for our sole executive officer, Jonathan Carroll. As noted above under “Executive Compensation Policy and Procedures,” Mr. Carroll’s remuneration is provided by LEH under the Third Amended and Restated Operating Agreement. As a result, there is no applicable information to be provided pursuant to this table.
|
Year |
Summary Compensation Table Total for PEO |
Compensation Actually Paid to PEO |
Average Summary Compensation Table Total for Non-PEO NEOs |
Average Compensation Actually Paid to non-PEO NEOs |
Value of Initial Fixed $100 Investment Based on Total Shareholder Return |
Net Income |
||||||||||||||||||
|
(in thousands) |
||||||||||||||||||||||||
|
2023 |
$ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
|
2022 |
$ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
Compensation Committee Interlocks and Insider Participation
Only one of our directors, Jonathan P. Carroll, also serves as an executive officer. Mr. Carroll does not serve on any of our standing committees.
None of our executive officers serve on the board of directors of another entity whose executive officers serve on our Board. None of our officers or LEH’s personnel, other than Mr. Carroll, participated in the deliberations of our Board or our Compensation Committee concerning executive officer or director compensation.
Family Relationships between Directors and Executive Officers
As of the Record Date, there were no relationships between any of our directors or executive officers and any other director or executive officer of Blue Dolphin.
Remainder of Page Intentionally Left Blank
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
Security Ownership of Certain Beneficial Owners
This table shows information with respect to persons or groups known to us to be the beneficial owners of more than five percent (5%) of our Common Stock as of the Record Date. Unless otherwise indicated, each named party has sole voting and dispositive power with respect to such shares.
|
Title of Class |
Name of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Class (1) |
|||||||
|
Common Stock |
Lazarus Energy Holdings, LLC |
8,426,456 | 56.5 | % | ||||||
|
801 Travis Street, Suite 2100 |
||||||||||
|
Houston, Texas 77002 |
||||||||||
|
(1) |
Based upon 14,921,968 shares of Common Stock issued and outstanding as of the Record Date. |
Security Ownership of Management
This table shows information as of the Record Date with respect to: (i) directors, (ii) executive officers and (iii) directors and executive officers as a group beneficially owning our Common Stock. Unless otherwise indicated, each of the following persons has sole voting and dispositive power with respect to such shares.
|
Title of Class |
Name of Beneficial Owner |
Amount and Nature of Beneficial Ownership | Percent of Class (1) | |||||||
|
Common Stock |
Jonathan P. Carroll(2) |
12,428,535 | 83.3 | % | ||||||
|
Common Stock |
Christopher T. Morris / Mpact Partners, LLC |
212,400 | * | |||||||
|
Common Stock |
Amitav Misra |
204,141 | * | |||||||
|
Common Stock |
Ryan A. Bailey |
198,050 | * | |||||||
|
Common Stock |
Herbert N. Whitney |
9,683 | * | |||||||
|
Directors/Nominees and Executive Officers as a Group (5 Persons) |
13,052,809 | 87.5 | % | |||||||
|
(1) |
Based upon 14,921,968 shares of Common Stock issued and outstanding and 0 shares of Common Stock issuable upon exercise of stock options, each as of the Record Date. |
|
(2) |
Includes 8,426,456 shares owned by LEH. Mr. Carroll and his affiliates have an approximate 80% ownership interest in LEH. |
|
| * | Less than 1%. |
|
RELATED PARTY TRANSACTIONS |
As indicated herein, Affiliate(s) refers, either individually or collectively, to certain related parties including Jonathan Carroll, Chairman and Chief Executive Officer of Blue Dolphin, and his affiliates including Ingleside Crude, LLC (“Ingleside”) and Lazarus Capital, LLC (“Lazarus Capital”)and/or LEH and its affiliates (the "Affiliates"). Together, Jonathan Carroll and LEH owned 83% of the Common Stock as of the Record Data and filing date of this proxy statement and accompanying notice.
Affiliate Agreements
Blue Dolphin and certain subsidiaries are partiesto several financial and operational agreements with the Affiliates. Management believes that these related-party agreements are arm's-length transactions.
Financial and Operating Agreements .Summaries of the financial and operating agreements follow:
|
Agreement/Transaction |
Parties |
Effective Date |
Key Terms |
|
Blue Dolphin Guaranty Fee Agreement |
Blue Dolphin Jonathan Carroll |
01/01/2023 |
Related to payoff of Blue Dolphin $2.0 million SBA loan; Jonathan Carroll receives a cash fee equal to 2.00% per annum of outstanding principal balance owed under Blue Dolphin Term Loan Due 2051 as consideration for providing his personal guarantee. |
|
Jet Fuel Purchase Agreements |
LE LEH |
04/21/2023 |
Product agreements for the purchase of jet fuel by LE from LEH; first transaction dated 04/21/2023 for approximately 1.9 million gallons of jet fuel; second transaction dated 05/10/2023 for approximately 2.0 million gallons of jet fuel; the jet fuel was priced at LEH's product cost; LE sold the products back to LEH under a prior jet fuel sales agreement between the parties. |
| Affiliate Revolving Credit Agreement | Blue Dolphin and subsidiaries LEH and affiliates | 04/01/2024 | Credit agreement for working capital purposes up to a maximum of $5.0 million in the aggregate; advances are at LEH's sole discretion; initial term expires on April 30, 2025; automatically renews for one year periods unless sooner terminated by the parties; interest accrues at the WSJ Prime rate plus 2.00%, compounded annually, and paid quarterly. |
|
Amended and Restated Jet Fuel Sales Agreement |
LE LEH |
04/01/2023 | Jet fuel sales by LE to LEH; 1-year automatic renewals; LEH lifts the jet fuel from LE as needed and sells it to the DLA under preferential pricing terms due to LEH's HUBZone certification. |
|
LE Amended and Restated Guaranty Fee Agreement |
LE Jonathan Carroll |
01/01/2023 |
Related to payoff of LE $25.0 million Veritex loan; Jonathan Carroll receives a cash fee equal to 2.00% per annum of outstanding principal balance owed under LE Term Loan Due 2034 as consideration for providing his personal loan guarantee. |
|
LE Amended and Restated Master Services Agreement |
LE Ingleside |
03/01/2023 |
For storage of products intended for customer receipt by barge; tank rental fee $0.1 million per month. |
|
LRM Amended and Restated Guaranty Fee Agreement |
LRM Jonathan Carroll |
01/01/2023 |
Related to payoff of LRM $10.0 million Veritex loan; Jonathan Carroll receives a fee equal to 2.00% per annum of outstanding principal balance owed under LRM Term Loan Due 2034 as consideration for providing his personal guarantee. |
|
NPS Guaranty Fee Agreement |
NPS Jonathan Carroll |
01/01/2023 |
Related to payoff of NPS $10.0 million GNCU loan; Jonathan Carroll receives a cash fee equal to 2.00% per annum of outstanding principal balance owed under NPS Term Loan Due 2031 as consideration for providing his personal guarantee. |
|
NPS Terminal Services Agreement |
NPS LEH |
11/01/2022 |
For LEH storage of jet fuel at the Nixon facility; 1-year term on an evergreen basis; either party may cancel upon 60 days’prior written notice. |
|
Office Sub-Lease Agreement |
BDSC LEH |
01/01/2018 |
12-month extension of prior office sublease; term expires 08/31/2024; office lease Houston, Texas; rent approximately $0.003 million per month. |
|
Third Amended and Restated Operating Agreement |
Blue Dolphin LE LRM NPS BDPL BDPC BDSC LEH |
04/01/2024 |
1-year term; expires 04/01/2025 or notice by either party at any time of material breach or 90 days Board notice; LEH receives management fee of 5% of all consolidated operating costs, excluding crude costs, depreciation, amortization, and interest, of Blue Dolphin and its subsidiaries. |
Debt Agreements .Summaries of the debt agreements follow:
|
Loan Description |
Parties |
Maturity Date |
Interest Rate |
Loan Purpose |
|
June LEH Note (debt satisfied in March 2023) |
Blue Dolphin LEH |
January 2019 |
8.00% |
Blue Dolphin working capital; reflects amounts owed to LEH under the Third Amended and Restated Operating Agreement |
|
BDPL-LEH Loan Agreement (in forbearance) |
BDPL LEH |
August2018 |
16.00% |
Original principal amount of $4.0 million; Blue Dolphin working capital |
We historically relied on Affiliates for funding during periods of working capital deficits. We reflected such borrowings in our consolidated balance sheets in accounts payable, related party, or long-term debt, related party. During the twelve months ended December 31, 2022, working capital received from Affiliates was reflected in the June LEH Note. Pursuant to an Assignment Agreement, the promissory notebetween Blue Dolphin and Ingleside (the "March Ingleside Note") and Blue Dolphin and Lazarus Capital (the "March Carroll Note") were assigned to and assumed by LEH under the June LEHNoteeffective December 31, 2022. Pursuant to a payoff letter dated March 31, 2023, Blue Dolphin fully satisfied the debt and defaults associated with the June LEH Note; as a result, debt and defaults under the March Ingleside Note and March Carroll Note that were assigned to LEH effective December 31, 2022 were also satisfied. All encumbrancesthe lender or assignee had against Blue Dolphin wereterminated.During thetwelve months ended December 31, 2023, continued liquidity improvement related to favorable market conditions increasingly enabled usto meet our needs through cash flow from operations.
BDPL was a partyto the BDPL-LEH Loan Agreement with LEH at December 31, 2023 and 2022 .Pursuant to the LEH Forbearance Agreement, LEH agreed to forbear from exercising any of its rights and remedies related to existing defaults pertaining to payment violations under the BDPL-LEH Loan Agreement. Under the terms of the LEH Forbearance Agreement, BDPL agreed to make interest-only monthly payments approximating $0.05 million beginning in May 2023, continuing on the fifteenth of each month through April 2025. Beginning in May 2025, BDPL agreed to make principal and interest monthly payments approximating $0.4 million through April 2027. Interest will be incurred throughout the agreement term, including the interest-only payment period. BDPL paid LEH approximately$3.4 millionfor thetwelve months ended December 31, 2023. As of the filing date of this proxy statement, the BDPL-LEH Loan Agreement was in forbearance related to past defaults.
Covenants, Guarantees, and Security .The BDPL-LEH Loan Agreement contains representations and warranties, affirmative and negative covenants, and events of default that we consider usual and customary for a credit facility of this type. Certain BDPL property serves as collateral under the BDPL-LEH Loan Agreement.
|
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE |
Section 16(a) of the Exchange Act requires our directors, executive officers, and stockholders who own more than ten percent (10%) of the Common Stock, to file reports of stock ownership and changes in ownership with the SEC and to furnish us with copies of all such reports as filed. Based solely on a review of the copies of the Section 16(a) reports furnished to us, we are unaware of any late filings made during the fiscal year ended December 31, 2023 .
|
DIRECTOR NOMINATION AND STOCKHOLDER PROPOSALS BY STOCKHOLDERS FOR ANNUAL MEETING OF STOCKHOLDERS |
Director Nominations and Proposals Process
Historically, we held our annual meeting of stockholders in December of each year. However, beginning in 2023, we reset the timeline so that the annual meetingwill be held earlier in the year. Stockholders should submit nominations and proposals in accordance with the guidance set forth below.
Shareholder Proposals and Director Nominations for This Year (2024)
We did not receive any stockholder proposals or director nominees by the applicable deadlines to be included in this proxy statement.
Shareholder Proposals and Director Nominations for Next Year (2025)
Proposals . Based on SEC requirements, stockholders of record must submit stockholder proposals for inclusion in the printed proxy materials in writing to us at least one hundred and twenty (120) calendar days before the date we first mailed the previous year’s proxy statement. However, if the annual meeting date ischanged by more than thirty (30) days from the previous year’s meeting date, then stockholders can submit their proposals a reasonable time before Blue Dolphin begins printing and mailing its proxy materials.Any stockholder proposal for the 2025 annual meeting must be sent to Blue Dolphin’s Corporate Secretary at 801 Travis Street, Suite 2100, Houston, Texas 77002. The deadline forreceipt of a shareholder proposal to be included in the 2025 proxy statement is 5:00 p.m. Central Timeon Thursday, March 20, 2025.If a timely proposal is received, the Board may exercise any discretionary authority granted by the proxies to be solicited on behalf of the Board in connection with the 2025annual meeting.We are not required to include stockholder proposals that donot meet all of the requirements established by the SEC in effect when the proposal is received.
Director Nominations . Based on our Amended and Restated Certificate of Incorporation, stockholders of record must submit director nominations in writing to usat least ninety (90) calendar days before the anniversary date of the previous year’s annual meeting. Thewritten notice must be accompanied by the nominee's written consent to serve, as well as the name, age, business address, residential addresses, principal occupation,number of shares beneficially owned,and any other information required to be furnished by law with respect to any nominee for election to the Board. We are not required to include any stockholder proposal or stockholder director nominee that does not meet all of the requirements for inclusion established by the SEC in effect when the proposal is received.(See “Corporate Governance and Board Matters – Nominating Committee” in this proxy statement for more information.)Any stockholder director nominee for the 2025 annual meetingmust be sent to Blue Dolphin’s Corporate Secretary at 801 Travis Street, Suite 2100, Houston, Texas 77002. The deadline for receipt of a shareholder director nominee is 5:00 p.m. Central Time on Monday, April 21, 2025.In addition, to comply with the universal proxy rules as to director nominees, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than Monday, May 19, 2025.
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WHERE YOU CAN FIND MORE INFORMATION |
We are subject to the informational requirements of the Exchange Act. We file financial and other information with the SEC as required, including but not limited to, proxy statements on Schedule 14A, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Investors may obtain any document we file with the SEC through the SEC’s conventional and electronic reading rooms. These reading rooms are managed by the SEC’s Office of Freedom of Information and Privacy Act Operations.
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Office of Freedom of Information and Privacy Act Operations |
Conventional Reading Rooms |
Electronic Reading Rooms |
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100 F Street, N.E. Mail Stop 2736 Washington, D.C. 20549 (202) 551-8300 |
Headquarters Office 100 F Street, N.E. Room 1580 Washington, D.C. 20549 (202) 551-8090 |
Public Company Information / SEC Comment and Response Letters https://www.sec.gov/edgar/searchedgar/companysearch.html SEC Opinion, Policy Statements, and Staff Manuals https://www.sec.gov/foia/efoiapg.htm |
We also make our SEC filings available on our website ( http://www.blue-dolphin-energy.com) .
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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS |
Certain statements included in this proxy statement and the accompanying notice and letter to stockholders are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1935. Forward-looking statements represent management’s beliefs and assumptions based on currently available information. Forward-looking statements relate to matters such as our industry, business strategy, goals, and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, commitments and contingencies, and other financial and operating information. We have used the words “anticipate,” “assume,” “believe,” “budget,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “will,” “future” and similar terms and phrases to identify forward-looking statements.
Forward-looking statements reflect our current expectations regarding future events, results, or outcomes. These expectations may or may not be realized. Some of these expectations may be based on incorrect assumptions or judgments. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized, or materially affect our financial condition, results of operations, and cash flows. Actual events, results and outcomes may differ materially from our expectations due to various factors. Although it is impossible to identify all of these factors, they include those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 and our subsequently filed Quarterly Reports on Form 10-Q as filed with the SEC.
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DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS |
Brokers, banks, or other nominees may deliver only one (1) copy of this proxy statement to multiple beneficial stockholders who share the same address, unless that broker, bank, or other nominee has received contrary instructions from one or more of the beneficial stockholders. Upon written or oral request, we will promptly deliver a separate copy of this proxy statement to a beneficial stockholder at a shared address to which a single copy of the documents was delivered. Beneficial stockholders sharing an address who are receiving multiple copies of proxy materials and annual reports that wish to receive a single copy of such materials in the future will need to contact their broker, bank, or other nominee to request that only a single copy of each document be mailed to all beneficial stockholders at the shared address in the future.
Registered and beneficial stockholders who wish to receive a separate copy of this proxy statement, now or in the future, should submit their request to Blue Dolphin, Investor Relations at (713) 568-4725, or submit a written request to Blue Dolphin Energy Company, Attention: Investor Relations, 801 Travis Street, Suite 2100, Houston, Texas 77002.
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By Order of the Board |
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/s/ JONATHAN P. CARROLL |
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Jonathan P. Carroll |
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Chairman of the Board |
Houston, Texas
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