01—Abstract
Summary
Summary of the 8-K filed May 28, 2024. Cited figures are marked; the original filing is the authoritative source.
Plains All American Pipeline, L.P.
(PAA) reported in this Form 8-K, filed May 28, 2024, the results of its 2024 annual meeting of common and Series A Convertible Preferred unitholders, held May 22, 2024. At the meeting, unitholders (other than Plains AAP, L.P.) voted on how PAA should vote the Class C shares of Plains GP Holdings, L.P. (PAGP) that PAA owns at PAGP's annual meeting.
Approximately 81.6%a, or 440,132,999 units, of the 539,507,571 common and Series A Preferred units eligible to vote were represented in person or by proxy. Unitholders supported all four proposals: the election of three Class III directors to the board of PAA GP Holdings LLC (Greg Armstrong, John Raymond and Bobby Shackouls, with 99.2%, 99.0% and 96.2% of votes cast in favor), ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2024 (98.3% of votes cast in favor), and approval, on a non-binding advisory basis, of 2023 named executive officer compensation (97.7% of votes cast in favor).
On the frequency of future advisory say-on-pay votes, the largest share of votes favored every one year (312,258,213 votes, versus 4,567,750 for every two years and 945,274 for every three years). Consistent with that result, the board of PAA GP Holdings LLC determined that the partnership will hold these advisory votes every year until the next required frequency vote, which must occur no later than the 2030 annual meeting.
02—Key points
Key Highlights
- Annual meeting of common and Series A Convertible Preferred unitholders held May 22, 2024, with approximately 81.6% (440,132,999 units) of eligible units represented.
- Unitholders voted on how PAA should vote its Class C shares of Plains GP Holdings, L.P. (PAGP) at PAGP's annual meeting, on a pass-through basis.
- Three Class III directors were elected to the board of PAA GP Holdings LLC until the 2027 annual meeting, with Greg Armstrong receiving 99.2%, John Raymond 99.0% and Bobby Shackouls 96.2% of votes cast in favor.
- PricewaterhouseCoopers LLP was ratified as independent registered public accounting firm for fiscal year 2024, with 98.3% of votes cast in favor.
- The 2023 named executive officer compensation was approved on a non-binding advisory basis, with 97.7% of votes cast in favor.
- Unitholders favored holding future say-on-pay advisory votes every one year (312,258,213 votes), and the board adopted an annual frequency, with the next frequency vote due no later than the 2030 annual meeting.
03—Questions
Frequently Asked Questions
When and where was the 2024 annual meeting held, and how many units participated?
The meeting was held May 22, 2024. Of the 539,507,571 common and Series A Preferred units eligible to vote on Items 1 through 4, approximately 81.6%, or 440,132,999 units, were represented in person or by proxy.
What matters were put to a vote?
Unitholders (other than Plains AAP, L.P.) voted on instructions for PAA to vote its PAGP Class C shares at PAGP's annual meeting on four matters: the election of three Class III directors, ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2024, approval of 2023 named executive officer compensation on an advisory basis, and the frequency of future advisory compensation votes.
Did the director nominees and other proposals receive strong support?
Yes. Greg Armstrong, John Raymond and Bobby Shackouls received 99.2%, 99.0% and 96.2% of votes cast in favor. The PricewaterhouseCoopers ratification received 98.3% of votes cast in favor, and the named executive officer compensation proposal received 97.7% of votes cast in favor.
How often will PAA hold advisory votes on executive compensation going forward?
The unitholder vote favored every one year (312,258,213 votes, compared with 4,567,750 for every two years, 945,274 for every three years and 1,309,387 abstentions). The board of PAA GP Holdings LLC determined that advisory votes will be held every year until the next required frequency vote, which must occur no later than the 2030 annual meeting.
04—Continue