01—Abstract
Summary
Summary of the 8-K filed May 23, 2025. Cited figures are marked; the original filing is the authoritative source.
Plains All American Pipeline, L.P.
(PAA) reported the results of its 2025 annual meeting of common and Series A Convertible Preferred unitholders, held May 21, 2025. Unitholders, excluding 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.
The matters were the election of four Class II directors to the board of PAA GP Holdings LLC until the 2028 annual meeting, ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and a non-binding advisory vote on 2024 named executive officer compensation. Approximately 82.4%a of the 529,331,928 common and Series A Preferred units entitled to vote, or 436,097,919 units, were represented in person or by proxy. Each of the three matters received a high percentage of votes cast in favor.
The director nominees received between 86.9%b and 99.0% of votes cast in favor, the auditor ratification received 98.9%, and the advisory compensation vote received 97.5%. The filing states that these votes were cast on a pass-through basis.
The filing reports voting results only and does not describe any new corporate actions, financial results, or changes in governance beyond the matters voted on. Investors can view the full proposals and nominee details in PAA's Proxy Statement dated April 11, 2025, which the filing references.
02—Key points
Key Highlights
- Annual meeting of common and Series A Convertible Preferred unitholders held May 21, 2025, with about 82.4% of 529,331,928 eligible units (436,097,919 units) represented.
- Unitholders voted on instructing PAA how to vote its PAGP Class C shares at PAGP's annual meeting, on a pass-through basis.
- Four Class II director nominees to the PAA GP Holdings LLC board, serving until the 2028 annual meeting, received between 86.9% (Kevin McCarthy) and 99.0% (Victor Burk and Harry Pefanis) of votes cast in favor.
- Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending December 31, 2025 received 431,418,975 votes for, or 98.9% of votes cast.
- Non-binding advisory approval of 2024 named executive officer compensation received 299,540,725 votes for, or 97.5% of votes cast.
- Broker non-votes were reported for the director election (128,858,591 per nominee) and the compensation vote (128,858,592).
03—Questions
Frequently Asked Questions
What matters did unitholders vote on at the May 21, 2025 annual meeting?
Unitholders, excluding Plains AAP, L.P., voted on how PAA should vote its PAGP Class C shares at PAGP's annual meeting. The three matters were the election of four Class II directors to PAA GP Holdings LLC's board until the 2028 annual meeting, ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2025, and a non-binding advisory vote on 2024 named executive officer compensation.
How much of the eligible unit base participated in the vote?
Approximately 82.4%, or 436,097,919 units, of the 529,331,928 common units and Series A Preferred units entitled to vote on the first three items were represented in person or by proxy.
How did the director nominees fare?
Victor Burk received 304,083,979 votes for and 3,155,349 withheld (99.0% of votes cast in favor). Harry Pefanis received 304,225,943 for and 3,013,385 withheld (99.0%). Gary Petersen received 294,771,460 for and 12,467,868 withheld (95.9%). Kevin McCarthy received 267,043,461 for and 40,195,867 withheld (86.9%).
Where can investors find more detail on these proposals?
The filing states that each matter is described in greater detail in PAA's Proxy Statement dated April 11, 2025.
04—Continue