0001581990 false PLAINS GP HOLDINGS LP 0001581990 2022-05-25 2022-05-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 25, 2022

 

Plains GP Holdings, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of
incorporation)

1-36132

(Commission File Number)

90-1005472

(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:

 

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

 

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

 

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

 

o       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
Class A Shares   PAGP   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 o

 

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. o

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The 2022 annual meeting of Class A, Class B and Class C shareholders (collectively, the “Shareholders”) of Plains GP Holdings, L.P. (“PAGP” or the “Partnership”) was held on May 25, 2022. At the annual meeting, the Shareholders considered and voted on the following matters, each of which is described in greater detail in PAGP’s Proxy Statement dated April 14, 2022 (the “Proxy Statement”): (i) the election of four Class II directors to serve on the board of directors of PAA GP Holdings LLC until the 2025 annual meeting; (ii) the ratification of the appointment of PricewaterhouseCoopers LLP as PAGP’s and Plains All American Pipeline, L.P.’s (“PAA”) independent registered public accounting firm for the fiscal year ending December 31, 2022; and (iii) the approval, on a non-binding advisory basis, of our 2021 named executive officer compensation.

 

The voting results for each matter presented at the PAGP annual meeting were as follows (Note, for Items 1 and 3 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 773,316,784 Class A, Class B and Class C shares eligible to vote on Items 1, 2 and 3, approximately 85%, or 653,455,683 shares, were represented in person or by proxy at the PAGP annual meeting):

 

  1. Class A, Class B and Class C shareholders voted on the election of four Class II directors to serve on the board of directors of PAA GP Holdings LLC until the 2025 annual meeting as follows:

 

Nominees   For   Withheld   Percentage of Votes
Cast FOR
  Broker Non-Votes
1. Victor Burk   509,019,628   3,796,767   99.3%   140,639,288
2. Kevin S. McCarthy   507,570,284   5,246,111   99.0%   140,639,288
3. Harry N. Pefanis   509,328,475   3,487,920   99.3%   140,639,288
4. Gary R. Petersen   463,669,340   49,147,055   90.4%   140,639,288

 

  2. Class A, Class B and Class C shareholders voted 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, 2022 as follows:

 

For   Against   Abstained   Percentage of Votes
Cast FOR
  Broker Non-Votes
622,392,743   30,343,662   719,278   95.3%   -0-
                 

 

  3. Class A, Class B and Class C shareholders voted on the approval, on a non-binding advisory basis, of our 2021 named executive officer compensation as follows:

 

For   Against   Abstained   Percentage of Votes
Cast FOR
  Broker Non-Votes
505,266,470   4,401,551   3,148,374   98.5%   140,639,288

 

2

 

 

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.

 

  PLAINS GP HOLDINGS, L.P.
       
Date: May 27, 2022 By: PAA GP Holdings LLC, its general partner
       
  By:   /s/ Richard McGee
    Name:   Richard McGee
    Title: Executive Vice President, General Counsel & Secretary

 

3

 

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