Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) – May 22, 2024

Plains All American Pipeline, L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-14569	76-0582150
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

333 Clay Street, Suite 1600, Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

713-646-4100

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Units		PAA		Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07

Submission of Matters to a Vote of Security Holders.

The 2024 annual meeting of common unitholders and Series A Convertible Preferred unitholders (collectively, the “Unitholders”) of Plains All American Pipeline, L.P. (“PAA” or the “Partnership”) was held on May 22, 2024. At the annual meeting, the Unitholders (other than Plains AAP, L.P.) considered and voted on how to instruct PAA to vote the Class C shares of Plains GP Holdings, L.P. (“PAGP”) that PAA owns at PAGP’s annual meeting with respect to the following matters, each of which is described in greater detail in PAA’s Proxy Statement dated April 12, 2024 (the “Proxy Statement”): (i) the election of three Class III directors to serve on the board of directors of PAA GP Holdings LLC until the 2027 annual meeting; (ii) the ratification of the appointment of PricewaterhouseCoopers LLP as PAGP’s and PAA’s independent registered public accounting firm for the fiscal year ending December 31, 2024; (iii) the approval, on a non-binding advisory basis, of our 2023 named executive officer compensation; and (iv) a non-binding advisory vote on the frequency with which future advisory votes to approve our named executive officer compensation should be held.

The voting results for each matter presented at the PAA annual meeting were as follows (Note, for Items 1, 3 and 4 below, which are considered non-routine matters, broker non-votes are not considered votes cast and have no impact on the outcome. Out of the 539,507,571 common units and Series A Preferred units eligible to vote on Items 1, 2, 3 and 4, approximately 81.6%, or 440,132,999 units, were represented in person or by proxy at the PAA annual meeting):

Unitholders (other than Plains AAP, L.P.) voted to instruct PAA to vote the PAGP Class C shares that it owns at the PAGP annual meeting on the election of three Class III directors to serve on the board of directors of PAA GP Holdings LLC until the 2027 annual meeting as follows:

Nominees	For	Withheld	Percentage of Votes Cast FOR*	Broker Non-Votes
1. Greg Armstrong	316,513,284	2,568,340	99.2%	121,051,375
2. John Raymond	315,930,476	3,151,148	99.0%	121,051,375
3. Bobby Shackouls	306,808,469	12,273,155	96.2%	121,051,375

Unitholders (other than Plains AAP, L.P.) voted to instruct PAA to vote the PAGP Class C shares that it owns at the PAGP annual meeting on the ratification of the appointment of PricewaterhouseCoopers LLP as PAGP’s and PAA’s independent registered public accounting firm for the fiscal year ending December 31, 2024 as follows:

For		Against		Abstained		Percentage of Votes Cast FOR*		Broker Non-Votes
432,752,603		5,704,212		1,676,184		98.3%		-0-

Unitholders (other than Plains AAP, L.P.) voted to instruct PAA to vote the PAGP Class C shares that it owns at the PAGP annual meeting on the approval, on a non-binding advisory basis, of our 2023 named executive officer compensation as follows:

For		Against		Abstained		Percentage of Votes Cast FOR*		Broker Non-Votes
311,770,899		5,540,122		1,770,603		97.7%		121,051,375

Unitholders (other than Plains AAP, L.P.) voted to instruct PAA to vote the PAGP Class C shares that it owns at the PAGP annual meeting, on a non-binding advisory basis, on the frequency with which future advisory votes to approve our named executive officer compensation should be held as follows.

Every 1 Year		Every 2 Years		Every 3 Years		Abstained		Broker Non-Votes
312,258,213		4,567,750		945,274		1,309,387		121,052,375

Consistent with the voting results on proposal number 4, the board of directors of PAA GP Holdings LLC has determined that the Partnership will hold future advisory votes to approve our named executive officer compensation every year until the next required advisory vote on the frequency of advisory votes to approve named executive officer compensation, which shall be not later than the 2030 annual meeting.

*With respect to Items 1, 2, 3 and 4, PAA Unitholders (other than Plains AAP, L.P.) voted on a “pass-through” basis by instructing PAA how to vote the PAGP Class C shares that it owns on Items 1, 2, 3 and 4 at the PAGP annual meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:     May 28, 2024	PLAINS ALL AMERICAN PIPELINE, L.P.

	By:	PAA GP LLC, its general partner

	By:	Plains AAP, L.P., its sole member

	By:	Plains All American GP LLC, its general partner

	By:	/s/ Richard McGee
		Name:	Richard McGee
		Title:	Executive Vice President, General Counsel & Secretary

Cover	May 22, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 22, 2024
Entity File Number	1-14569
Entity Registrant Name	PLAINS ALL AMERICAN PIPELINE LP
Entity Central Index Key	0001070423
Entity Tax Identification Number	76-0582150
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	333 Clay Street
Entity Address, Address Line Two	Suite 1600
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	713
Local Phone Number	646-4100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Units
Trading Symbol	PAA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false