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): November 420, 2024

GLOBAL CLEAN ENERGY HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)


Delaware
(State of Incorporation)

000-12627						87-0407858
(Commission File Number)						(I.R.S. Employer Identification No.)

6451 Rosedale Hwy, Bakersfield, California						93308
(Address of Principal Executive Offices)						(Zip Code)

(661) 742-4600
(Registrant’s Telephone Number, Including Area Code)

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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).


o			Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12).


o			Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d-2(b)).


o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

None

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 15.0107. ~~Entry~~Submission ~~Into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

AsOn ~~previously disclosed~~Wednesday, onNovember ~~June 25~~20, 2024, ~~Bakersfield Renewable Fuels, LLC (“BKRF”), an indirect wholly-owned subsidiary of~~ Global Clean Energy Holdings, Inc. (“we,” “us,” “our” and the “Company”) ~~entered~~held ~~into~~its ~~Supply~~2024 ~~and~~Annual ~~Offtake~~Meeting ~~Agreement~~of Stockholders (the “~~SOA~~Annual Meeting”). ~~with~~A ~~Vitol~~total ~~Americas~~of ~~Corp. (“Vitol”)~~28,976,148 ~~pursuant~~shares toof ~~which,~~the ~~among~~Company’s ~~other~~common ~~things,~~stock ~~Vitol~~were ~~will~~represented ~~serve~~in asperson ~~the~~or ~~exclusive~~by ~~supplier~~proxy ofat ~~renewable~~the ~~feedstocks~~Annual toMeeting, ~~our~~representing ~~Bakersfield~~approximately ~~renewable~~58% ~~fuels~~of ~~facility (~~the ~~“Facility”)~~50,182,233 shares that were outstanding and entitled to vote as of the ~~exclusive~~record ~~offtaker~~date. ofAt ~~all~~the ~~renewable~~Annual ~~diesel~~Meeting, ~~naphtha,~~the ~~and~~Company’s ~~certain~~stockholders ~~associated~~voted ~~renewable~~on ~~attributes~~the following proposals, and ~~other~~the ~~products~~final ~~(as~~voting ~~agreed~~results tofor byeach ~~the~~proposal ~~parties) that~~ are ~~produced~~set atforth ~~the Facility~~below.

OnProposal ~~November 4, 2024, BKRF and Vitol entered into an amendment to the SOA to extend the Start Date Deadline (as defined in the SOA) from October 31, 2024 until December 15, 2024.~~1: The ~~renewal~~five ~~term~~director ~~was~~nominees ~~also~~were ~~modified~~elected ~~from up~~ to ~~two~~serve 12on ~~month extensions to up to three 12 month extensions. In consideration for these amendments, BKRF will pay to Vitol an Excess Commitment Fee equal to 7.58% of~~ the ~~amount~~Board ~~in excess~~ of ~~$330~~Directors ~~million~~ of ~~Tranche~~the DCompany ~~Obligations~~until ~~under~~the ~~its~~2025 ~~senior~~Annual ~~credit~~Meeting, ~~agreement.~~as follows:

The foregoing description of the material terms of the amendment to the SOA is qualified in its entirety by reference to the complete text of such amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.


Director Nominee	For	Withhold	Broker Non-Votes
Susan Anhalt	24,111,788	229,121	4,635,239
Phyllis E. Currie	24,001,580	339,329	4,635,239
Richard Palmer	23,152,803	1,188,106	4,635,239
Noah Verleun	23,657,907	683,002	4,635,239
David R. Walker	23,998,548	342,361	4,635,239

~~Item~~Proposal ~~9.01. Financial~~2: ~~Statements~~The proposal to amend the Company’s Certificate of Incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer did not receive the required stockholder vote, and ~~Exhibits~~was not approved. The stockholders voted as follows:

(d) Exhibits


For	Against	Abstain	Broker Non-Votes
17,743,961	6,579,017	17,931	4,635,239

Exhibit No.						Description of Exhibit
10.1						Amendment to Supply and Offtake Agreement, dated as of November 4, 2024, by and between Bakersfield Renewable Fuels, LLC and Vitol Americas Corp.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Proposal 3: By the following vote, stockholders approved amendments to outstanding non-plan option grants:


For	Against	Abstain	Broker Non-Votes
22,543,451	1,777,870	19,588	4,635,239

Proposal 4: By the following vote, stockholders approved, on a non-binding advisory basis, the compensation of our named executive officers:


For	Against	Abstain	Broker Non-Votes
22,699,530	1,611,166	30,213	4,635,239

Proposal 5: The appointment of Grant Thornton LLP as our independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024, was ratified by stockholders as follows:


For	Against	Abstain	Broker Non-Votes
28,898,389	51,654	26,105	0

SIGNATURES

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.

November 8, 2024	By:	/s/ Wade Adkins
November 22, 2024	By:	/s/ Wade Adkins
		Wade Adkins
		Chief Financial Officer

Filing Compare · Global Clean Energy Holdings, Inc.