PLAINS GP HOLDINGS LP 8-K

What Happened

• Plains GP Holdings LP (PAGP) filed an 8‑K on May 22, 2026 reporting the results of its annual meeting held May 20, 2026. Shareholders voted to elect four Class I directors to the board of PAA GP Holdings LLC, ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal 2026, and cast a non‑binding advisory vote on 2025 executive compensation. Of 763,943,591 Class A/B/C shares entitled to vote, approximately 83.5% (638,017,947 shares) were represented in person or by proxy.

Key Details

• Director elections (terms through the 2029 annual meeting):
  • Willie Chiang: 460,938,348 For; 9,698,168 Withheld; 97.9% of votes cast FOR; 167,381,431 broker non‑votes.
  • Ellen DeSanctis: 463,251,561 For; 7,384,955 Withheld; 98.4% FOR; 167,381,431 broker non‑votes.
  • Alexandra Pruner: 461,255,477 For; 9,381,039 Withheld; 98.0% FOR; 167,381,431 broker non‑votes.
  • Larry Ziemba: 460,487,242 For; 10,194,274 Withheld; 97.8% FOR; 167,381,431 broker non‑votes.
• Auditor ratification:
  • PricewaterhouseCoopers LLP ratified as PAGP’s and Plains All American Pipeline, L.P.’s independent registered public accounting firm for fiscal year ending Dec. 31, 2026: 629,742,215 For; 7,535,341 Against; 740,391 Abstained (98.7% FOR).
• Advisory (non‑binding) vote on 2025 named executive officer compensation:
  • 302,893,968 For; 165,486,984 Against; 2,255,563 Abstained — 64.4% of votes cast FOR; 167,381,432 broker non‑votes.

Why It Matters

• The results confirm the company’s board composition through 2029 and formalize PwC as the auditor for 2026, both routine governance outcomes investors track.
• The non‑binding advisory pay vote received 64.4% support of votes cast, indicating majority approval but also substantial opposition (165.5M votes). A large number of broker non‑votes (~167.4M) were recorded for director elections and the advisory vote, meaning those shares were represented at the meeting but were not voted on those matters.
• Investors should note turnout (83.5% represented) and the advisory vote outcome as factors in governance and potential future shareholder engagement.