8-K – 2026-05-22 – tm2615397d1_8k.htm

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0001070423
PLAINS ALL AMERICAN PIPELINE LP

0001070423

2026-05-20
2026-05-20

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PLAINS
ALL AMERICAN PIPELINE LP

 

 

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 20, 2026

 

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 2026 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 20, 2026. 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 10, 2026 (the “Proxy Statement”): (i) the election of four Class I directors to
serve on the board of directors of PAA GP Holdings LLC until the 2029 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,
2026; and (iii) the approval, on a non-binding advisory basis, of our 2025 named executive officer compensation.

 

Out of the 530,943,161 common units and Series A
Preferred units entitled to vote on Items 1, 2 and 3, approximately 83.2%, or 441,976,013 units, were represented in person or by proxy
at the PAA annual meeting. The voting results for each matter presented at the PAA annual meeting were as follows:

 

1. 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 four Class I directors to serve on the board of directors of PAA GP Holdings LLC until the 2029 annual
meeting as follows:

 

 
   
   
   
Percentage of Votes Cast  
 

Nominees  
For  
Withheld  
FOR*  
Broker Non-Votes

1.
Willie Chiang  
305,596,109  
6,476,382  
97.9%  
129,903,522

2.
Ellen DeSanctis  
306,878,470  
5,194,021  
98.3%  
129,903,522

3.
Alexandra Pruner  
304,958,788  
7,113,703  
97.7%  
129,903,522

4.
Larry Ziemba  
306,095,853  
5,976,638  
98.1%  
129,903,522

 

2. 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, 2026 as follows:

 

   
     
     
Percentage of Votes Cast    
   

For  
Against    
Abstained    
FOR*    
Broker Non-Votes  

437,632,921  
3,758,542    
584,550    
99.0%  
-0-  

 

3. 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 2025 named executive officer compensation as follows:

 

   
     
     
Percentage of Votes Cast    
 

For  
Against    
Abstained    
FOR*    
Broker Non-Votes  

188,931,812  
121,666,547    
1,474,133    
60.5%  
129,903,521  

 

 

*With respect to Items 1, 2 and 3, 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 and 3 at the PAGP annual meeting.

 

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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 22, 2026
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

 

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