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 15, 2018

 

Plains GP Holdings, L.P.

(Exact name of registrant as specified in its charter)

 

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 2018 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 15, 2018.  At the annual meeting, the Shareholders considered and voted on the following matters: (i) the election of two Class III directors to serve on the board of directors of PAA GP Holdings LLC until the 2021 annual meeting; (ii) the ratification of the appointment of PricewaterhouseCoopers LLP as PAGP’s and Plains All American Pipeline, L.P.’s independent registered public accounting firm for the fiscal year ending December 31, 2018; (iii) the approval, on a non-binding advisory basis, of our 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 PAGP annual meeting were as follows:

 

1.              The election of two Class III directors to serve on the board of directors of PAA GP Holdings LLC until the 2021 annual meeting.

 

Nominees		For		Withheld		Broker Non-Votes
1. Bobby S. Shackouls		443,344,842		162,800,094		123,160,344
2. Christopher M. Temple		489,116,926		117,028,010		123,160,344

 

2.              The ratification of the appointment of PricewaterhouseCoopers LLP as PAGP’s and Plains All American Pipeline, L.P.’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

 

For		Against		Abstained		Broker Non-Votes
715,275,082		9,113,781		4,916,417		-0-

 

3.              The approval, on a non-binding advisory basis, of our named executive officer compensation.

 

For		Against		Abstained		Broker Non-Votes
532,308,737		67,699,284		6,137,614		123,159,645

 

4.              A non-binding advisory vote on the frequency with which future advisory votes to approve our named executive officer compensation should be held.

 

Every 1 Year		Every 2 Years		Every 3 Years		Abstained		Broker Non-Votes
583,470,713		15,387,000		1,950,884		5,337,036		123,159,647

 

Consistent with the voting results on proposal no. 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 2024 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.

 

	PAA GP HOLDINGS, L.P.
Date: May 17, 2018	By:	PAA GP Holdings LLC, its general partner
	By:	/s/ Richard McGee
		Name:	Richard McGee
		Title:	Executive Vice President

 

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