UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2026 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 20, 2026. 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 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 Plains All American Pipeline, L.P.’s (“PAA”) 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 763,943,591 Class A, Class B and Class C shares entitled to vote on Items 1, 2 and 3, approximately 83.5%, or 638,017,947 shares, were represented in person or by proxy at the PAGP annual meeting. The voting results for each matter presented at the PAGP annual meeting were as follows:
| 1. | Class A, Class B and Class C shareholders voted 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 | ||||||||||||||||
| Nominees | For | Withheld | Cast FOR | Broker Non-Votes | ||||||||||||
| 1. Willie Chiang | 460,938,348 | 9,698,168 | 97.9% | 167,381,431 | ||||||||||||
| 2. Ellen DeSanctis | 463,251,561 | 7,384,955 | 98.4% | 167,381,431 | ||||||||||||
| 3. Alexandra Pruner | 461,255,477 | 9,381,039 | 98.0% | 167,381,431 | ||||||||||||
| 3. Larry Ziemba | 460,487,242 | 10,194,274 | 97.8% | 167,381,431 | ||||||||||||
| 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, 2026 as follows: |
| Percentage of Votes | ||||||||||||||||||
| For | Against | Abstained | Cast FOR | Broker Non-Votes | ||||||||||||||
| 629,742,215 | 7,535,341 | 740,391 | 98.7% | -0- | ||||||||||||||
| 3. | Class A, Class B and Class C shareholders voted on the approval, on a non-binding advisory basis, of our 2025 named executive officer compensation as follows: |
| Percentage of Votes | ||||||||||||||||||
| For | Against | Abstained | Cast FOR | Broker Non-Votes | ||||||||||||||
| 302,893,968 | 165,486,984 | 2,255,563 | 64.4% | 167,381,432 | ||||||||||||||
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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.
| PLAINS GP HOLDINGS, L.P. |
| Date: May 22, 2026 | By: PAA GP Holdings LLC, its general partner |
| By: | /s/ Richard McGee | ||
| Name: | Richard McGee | ||
| Title: | Executive Vice President, General Counsel & Secretary | ||
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