01—Abstract
Summary
Summary of the 8-K filed May 22, 2026. Cited figures are marked; the original filing is the authoritative source.
Plains All American Pipeline, L.P.
(PAA) reported in a Form 8-K dated May 22, 2026, the results of its 2026 annual meeting of common and Series A Convertible Preferred unitholders, held May 20, 2026. 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.
The matters were the election of four Class I directors to the board of PAA GP Holdings LLC, ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026, and a non-binding advisory vote on 2025 named executive officer compensation. About 83.2%a, or 441,976,013 of the 530,943,161 units entitled to vote, were represented in person or by proxy. All four director nominees received majority support from votes cast, at percentages between 97.7% and 98.3%.
The PricewaterhouseCoopers ratification received 99.0%b of votes cast in favor. The advisory say-on-pay proposal received 60.5% of votes cast in favor, with 188,931,812 for, 121,666,547 against and 1,474,133 abstaining.
The filing is a voting-results report. It does not describe any transaction, financial result or change in control, and it discloses no new financial figures beyond the vote tallies.
02—Key points
Key Highlights
- Annual meeting of common and Series A Convertible Preferred unitholders held May 20, 2026; about 83.2% of the 530,943,161 eligible units (441,976,013 units) were represented.
- Unitholders voted on how PAA should vote its PAGP Class C shares at PAGP's annual meeting, as described in the Proxy Statement dated April 10, 2026.
- All four Class I director nominees were supported by 97.7% to 98.3% of votes cast: Willie Chiang (97.9%), Ellen DeSanctis (98.3%), Alexandra Pruner (97.7%) and Larry Ziemba (98.1%). Each term runs until the 2029 annual meeting.
- PricewaterhouseCoopers LLP ratification as independent registered public accounting firm for fiscal year ending December 31, 2026 passed with 437,632,921 votes for (99.0% of votes cast), 3,758,542 against and 584,550 abstaining.
- Non-binding advisory approval of 2025 named executive officer compensation received 188,931,812 votes for (60.5% of votes cast), 121,666,547 against and 1,474,133 abstaining.
- Broker non-votes were 129,903,522 on the director elections and 129,903,521 on the advisory compensation proposal; none were reported on the auditor ratification.
03—Questions
Frequently Asked Questions
What matters did PAA unitholders vote on at the May 20, 2026 annual meeting?
Unitholders other than Plains AAP, L.P. voted on how PAA should instruct the vote of its PAGP Class C shares at PAGP's annual meeting. The three matters were the election of four Class I directors to the board of PAA GP Holdings LLC, ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026, and a non-binding advisory vote on 2025 named executive officer compensation.
How did the voting turn out on the director elections?
All four nominees were elected under the pass-through voting structure. Willie Chiang received 305,596,109 votes for and 6,476,382 withheld (97.9% of votes cast), Ellen DeSanctis received 306,878,470 for and 5,194,021 withheld (98.3%), Alexandra Pruner received 304,958,788 for and 7,113,703 withheld (97.7%), and Larry Ziemba received 306,095,853 for and 5,976,638 withheld (98.1%).
Did unitholders support the advisory vote on executive compensation?
Support was weaker than on the other matters. The proposal received 188,931,812 votes for, 121,666,547 against and 1,474,133 abstaining, which the filing reports as 60.5% of votes cast in favor. The vote is non-binding.
Was the auditor appointment approved?
Yes. The ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026 received 437,632,921 votes for (99.0% of votes cast), 3,758,542 against and 584,550 abstaining.
How much of the eligible voting interest participated in the meeting?
Approximately 83.2%, or 441,976,013 units, of the 530,943,161 common units and Series A Preferred units entitled to vote on the three items were represented in person or by proxy.
04—Continue