Plains All American Pipeline L.P. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) –
Plains All American Pipeline, L.P.
(Exact name of registrant as specified in its charter)
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2024 annual meeting of common unitholders and Series A Convertible Preferred unitholders (collectively, the “Unitholders”) of Plains All American Pipeline, L.P. (“PAA” or the “Partnership”) was held on May 22, 2024. At the annual meeting, the Unitholders (other than Plains AAP, L.P.) considered and voted on how to instruct PAA to vote the Class C shares of Plains GP Holdings, L.P. (“PAGP”) that PAA owns at PAGP’s annual meeting with respect to the following matters, each of which is described in greater detail in PAA’s Proxy Statement dated April 12, 2024 (the “Proxy Statement”): (i) the election of three Class III directors to serve on the board of directors of PAA GP Holdings LLC until the 2027 annual meeting; (ii) the ratification of the appointment of PricewaterhouseCoopers LLP as PAGP’s and PAA’s independent registered public accounting firm for the fiscal year ending December 31, 2024; (iii) the approval, on a non-binding advisory basis, of our 2023 named executive officer compensation; and (iv) a non-binding advisory vote on the frequency with which future advisory votes to approve our named executive officer compensation should be held.
The voting results for each matter presented at the PAA annual meeting were as follows (Note, for Items 1, 3 and 4 below, which are considered non-routine matters, broker non-votes are not considered votes cast and have no impact on the outcome. Out of the 539,507,571 common units and Series A Preferred units eligible to vote on Items 1, 2, 3 and 4, approximately 81.6%, or 440,132,999 units, were represented in person or by proxy at the PAA annual meeting):
| 1. | Unitholders (other than Plains AAP, L.P.) voted to instruct PAA to vote the PAGP Class C shares that it owns at the PAGP annual meeting on the election of three Class III directors to serve on the board of directors of PAA GP Holdings LLC until the 2027 annual meeting as follows: |
| Nominees | For | Withheld | Percentage of Votes Cast FOR* | Broker Non-Votes | ||||
| 1. Greg Armstrong | 316,513,284 | 2,568,340 | 99.2% | 121,051,375 | ||||
| 2. John Raymond | 315,930,476 | 3,151,148 | 99.0% | 121,051,375 | ||||
| 3. Bobby Shackouls | 306,808,469 | 12,273,155 | 96.2% | 121,051,375 |
| 2. | Unitholders (other than Plains AAP, L.P.) voted to instruct PAA to vote the PAGP Class C shares that it owns at the PAGP annual meeting on the ratification of the appointment of PricewaterhouseCoopers LLP as PAGP’s and PAA’s independent registered public accounting firm for the fiscal year ending December 31, 2024 as follows: |
| For | Against | Abstained | Percentage of Votes Cast FOR* | Broker Non-Votes | ||||
| 432,752,603 | 5,704,212 | 1,676,184 | 98.3% | -0- |
| 3. | Unitholders (other than Plains AAP, L.P.) voted to instruct PAA to vote the PAGP Class C shares that it owns at the PAGP annual meeting on the approval, on a non-binding advisory basis, of our 2023 named executive officer compensation as follows: |
| For | Against | Abstained | Percentage of Votes Cast FOR* | Broker Non-Votes | ||||
| 311,770,899 | 5,540,122 | 1,770,603 | 97.7% | 121,051,375 |
| 4. | Unitholders (other than Plains AAP, L.P.) voted to instruct PAA to vote the PAGP Class C shares that it owns at the PAGP annual meeting, on a non-binding advisory basis, on the frequency with which future advisory votes to approve our named executive officer compensation should be held as follows. |
| Every 1 Year | Every 2 Years | Every 3 Years | Abstained | Broker Non-Votes | ||||
| 312,258,213 | 4,567,750 | 945,274 | 1,309,387 | 121,052,375 |
Consistent with the voting results on proposal number 4, the board of directors of PAA GP Holdings LLC has determined that the Partnership will hold future advisory votes to approve our named executive officer compensation every year until the next required advisory vote on the frequency of advisory votes to approve named executive officer compensation, which shall be not later than the 2030 annual meeting.
*With respect to Items 1, 2, 3 and 4, PAA Unitholders (other than Plains AAP, L.P.) voted on a “pass-through” basis by instructing PAA how to vote the PAGP Class C shares that it owns on Items 1, 2, 3 and 4 at the PAGP annual meeting.
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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.
| Date: May 28, 2024 | PLAINS ALL AMERICAN PIPELINE, L.P. | ||
| By: | PAA GP LLC, its general partner | ||
| By: | Plains AAP, L.P., its sole member | ||
| By: | Plains All American GP LLC, its general partner | ||
| By: | /s/ Richard McGee | ||
| Name: | Richard McGee | ||
| Title: | Executive Vice President, General Counsel & Secretary | ||
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