PLAINS ALL AMERICAN PIPELINE LP 8-K

What Happened

• Plains All American Pipeline, L.P. (PAA) held its 2026 annual meeting of common and Series A convertible preferred unitholders on May 20, 2026 and filed an 8-K reporting the results. Unitholders (other than Plains AAP, L.P.) voted to instruct PAA how to vote the Class C shares PAA owns in Plains GP Holdings, L.P. (PAGP) on three matters at PAGP’s annual meeting: (1) election of four Class I directors to the PAA GP Holdings LLC board, (2) ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026, and (3) a non-binding advisory vote on 2025 named executive officer compensation.
• Of 530,943,161 units entitled to vote on these items, approximately 83.2% (441,976,013 units) were represented in person or by proxy at the PAA meeting.

Key Details

• Director elections (vote instructed to PAA for PAGP Class C shares): Willie Chiang — For 305,596,109; Withheld 6,476,382 (97.9% For). Ellen DeSanctis — For 306,878,470; Withheld 5,194,021 (98.3% For). Alexandra Pruner — For 304,958,788; Withheld 7,113,703 (97.7% For). Larry Ziemba — For 306,095,853; Withheld 5,976,638 (98.1% For). Broker non‑votes: 129,903,522.
• Auditor ratification: For 437,632,921; Against 3,758,542; Abstained 584,550 (99.0% For).
• Say-on-Pay (non-binding): For 188,931,812; Against 121,666,547; Abstained 1,474,133 (60.5% For). Broker non‑votes: 129,903,521.
• Votes were cast on a “pass-through” basis instructing PAA how to vote its PAGP Class C shares; Plains AAP, L.P. did not participate in these votes.

Why It Matters

• These results determine how PAA will cast the PAGP Class C shares it owns on governance and oversight matters at PAGP’s meeting (board composition and auditor ratification). The director nominees and auditor received strong support from voting unitholders.
• The advisory say-on-pay passed with about 60.5% support — a majority but a noticeably lower margin than the director and auditor votes; because it is non-binding, it signals investor sentiment on executive compensation but does not directly change pay.
• No financial statements or operational changes were reported in the filing; investors should note the governance outcomes and vote margins as indicators of unitholder views on board composition and compensation.