Plains GP (PAGP) investors approve board slate, PwC and 2025 pay plan

Rhea-AI Filing Summary

Plains GP Holdings, L.P. held its 2026 annual meeting of Class A, B and C shareholders on May 20, 2026. Shareholders voted on electing four Class I directors, ratifying the independent auditor, and approving 2025 named executive officer compensation on a non-binding advisory basis.

Out of 763,943,591 shares entitled to vote, 638,017,947 shares were represented in person or by proxy, an approximately 83.5% turnout. Each director nominee received between 97.8% and 98.4% of votes cast, with substantial broker non-votes reported.

Shareholders voted 629,742,215 shares in favor of ratifying PricewaterhouseCoopers LLP as the independent registered public accounting firm, representing 98.7% of votes cast. The advisory vote on 2025 executive compensation passed with 302,893,968 votes for, 165,486,984 against, and 64.4% of votes cast in favor.

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

Shares entitled to vote: 763,943,591 shares Shares represented: 638,017,947 shares Auditor ratification support: 629,742,215 votes for +3 more

6 metrics

Shares entitled to vote 763,943,591 shares Class A, B and C shares entitled to vote on Items 1–3

Shares represented 638,017,947 shares Represented in person or by proxy, approximately 83.5% turnout

Auditor ratification support 629,742,215 votes for Ratification of PricewaterhouseCoopers LLP, 98.7% of votes cast

Say-on-pay support 302,893,968 votes for 2025 named executive officer compensation, 64.4% of votes cast

Director support range 97.8%–98.4% of votes cast Percentage of votes cast for each Class I director nominee

Broker non-votes on directors 167,381,431 shares Broker non-votes reported for each director nominee

Key Terms

non-binding advisory basis, independent registered public accounting firm, broker non-votes, named executive officer compensation

4 terms

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 Plains All American Pipeline, L.P.’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.

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.

named executive officer compensation financial

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

Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.

Understanding 8-K Material Events →

false 0001581990 PLAINS GP HOLDINGS LP 0001581990 2026-05-20 2026-05-20 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 20, 2026

Plains GP Holdings, L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-36132	90-1005472
(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
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 ¨

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 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

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 22, 2026 By: PAA GP Holdings LLC, its general partner

	By:	/s/ Richard McGee
		Name:	Richard McGee
		Title:	Executive Vice President, General Counsel & Secretary

3 

FAQ

What matters did Plains GP (PAGP) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing four Class I directors, ratifying PricewaterhouseCoopers LLP as independent registered public accounting firm, and approving 2025 named executive officer compensation on a non-binding advisory basis. These items covered board composition, auditor selection, and executive pay.

How many Plains GP (PAGP) shares were represented at the 2026 annual meeting?

A total of 638,017,947 shares were represented in person or by proxy out of 763,943,591 shares entitled to vote. This represented approximately 83.5% participation across Class A, Class B and Class C shareholders at the annual meeting.

How did Plains GP (PAGP) shareholders vote on the director elections in 2026?

Each of the four Class I director nominees received strong support, with between 97.8% and 98.4% of votes cast in favor. Individual "for" votes ranged from 460,487,242 to 463,251,561, alongside broker non-votes of 167,381,431 for each nominee.

What were the Plains GP (PAGP) 2026 auditor ratification voting results?

Shareholders cast 629,742,215 votes for ratifying PricewaterhouseCoopers LLP as independent registered public accounting firm, 7,535,341 against and 740,391 abstentions. The "for" votes represented 98.7% of votes cast, with no broker non-votes reported on this proposal.

Did Plains GP (PAGP) shareholders approve 2025 executive compensation on a say-on-pay basis?

Yes. In the non-binding advisory vote on 2025 named executive officer compensation, 302,893,968 shares voted for, 165,486,984 against and 2,255,563 abstained. Votes for represented 64.4% of votes cast, with 167,381,432 broker non-votes recorded.

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