Unitholders back board and pay at Plains All American (NASDAQ: PAA)

Rhea-AI Filing Summary

Plains All American Pipeline, L.P. reported the results of its 2026 annual meeting of common and Series A Convertible Preferred unitholders. Out of 530,943,161 units entitled to vote, 441,976,013 units were represented, an 83.2% participation rate. Unitholders instructed Plains All American on how to vote its Class C shares of Plains GP Holdings, L.P. for three items: electing four Class I directors, ratifying PricewaterhouseCoopers LLP as independent auditor for 2026, and approving 2025 named executive officer compensation on a non-binding advisory basis. All four director nominees received between 97.7% and 98.3% of votes cast. Auditor ratification passed with 437,632,921 votes for, or 99.0% of votes cast. The advisory say-on-pay resolution passed with 188,931,812 votes for, or 60.5% of votes cast.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Units entitled to vote: 530,943,161 units Units represented: 441,976,013 units Support for auditor ratification: 437,632,921 votes for +3 more

6 metrics

Units entitled to vote 530,943,161 units Common and Series A Preferred units entitled on Items 1–3

Units represented 441,976,013 units Units present in person or by proxy (83.2% turnout)

Support for auditor ratification 437,632,921 votes for Ratification of PwC, 99.0% of votes cast

Say-on-pay support 188,931,812 votes for Advisory vote on 2025 NEO compensation, 60.5% of votes cast

Director support range 97.7%–98.3% FOR Percentage of votes cast for four Class I director nominees

Broker non-votes on directors 129,903,522 units Broker non-votes recorded on each director election item

Key Terms

broker non-votes, non-binding advisory basis, independent registered public accounting firm, pass-through basis, +1 more

5 terms

broker non-votes financial

"Percentage of Votes Cast ... FOR* ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis financial

"the approval, on a non-binding advisory basis, of our 2025 named executive officer compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"the ratification of the appointment of PricewaterhouseCoopers LLP as PAGP’s and PAA’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

pass-through basis financial

"PAA Unitholders ... voted on a “pass-through” basis by instructing PAA how to vote"

Class C shares financial

"how to instruct PAA to vote the Class C shares of Plains GP Holdings, L.P. that PAA owns"

Class C shares are a type of common stock that typically carries reduced or no voting rights compared with other share classes, while still entitling holders to dividends and profit participation. Think of them like concert tickets that let you enjoy the show but don’t grant backstage access — you share in gains but have little say in management decisions. Investors care because voting power affects corporate control and strategic direction, which can influence long‑term value and risk.

Understanding 8-K Material Events →

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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.

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.

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

3

FAQ

What did Plains All American Pipeline (PAA) unitholders vote on at the 2026 annual meeting?

Unitholders voted on three items: electing four Class I directors, ratifying PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, and approving 2025 named executive officer compensation on a non-binding advisory basis, by instructing votes on Plains GP Holdings Class C shares.

What was the voter turnout at Plains All American Pipeline’s 2026 unitholder meeting?

Participation was strong, with 441,976,013 units represented out of 530,943,161 entitled to vote, reflecting an 83.2% turnout. These units included common units and Series A Convertible Preferred units eligible to vote on all three agenda items discussed at the annual meeting.

How did Plains All American Pipeline (PAA) unitholders vote on director elections in 2026?

All four Class I director nominees—Willie Chiang, Ellen DeSanctis, Alexandra Pruner, and Larry Ziemba—were elected. Each received between 97.7% and 98.3% of votes cast, with vote totals over 304 million "for" and broker non-votes of 129,903,522 units recorded on each nominee.

Were the auditors for Plains All American Pipeline and Plains GP Holdings ratified for 2026?

Yes. Unitholders instructed a vote of 437,632,921 units in favor of ratifying PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026. There were 3,758,542 votes against, 584,550 abstentions, and no broker non-votes on this item.

Did Plains All American Pipeline (PAA) unitholders approve 2025 executive compensation?

Unitholders approved 2025 named executive officer compensation on a non-binding advisory basis. There were 188,931,812 votes for, 121,666,547 votes against, and 1,474,133 abstentions, representing 60.5% of votes cast in favor, with 129,903,521 broker non-votes recorded on this resolution.

How were Plains All American Pipeline unitholder votes applied to Plains GP Holdings (PAGP)?

Unitholders, other than Plains AAP, L.P., voted on a pass-through basis. They provided instructions to Plains All American Pipeline on how to vote the Class C shares of Plains GP Holdings, L.P. that it owns for director elections, auditor ratification, and the advisory compensation vote.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB