Plains All American Pipeline, L.P. (PAA)
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AGM 2021

May 19, 2021

Speaker 1

Hello, and welcome to the Annual Meeting of Stockholders of Plains All American Pipeline. Please note that today's call may be recorded. It is now my pleasure to turn today's meeting over to Mr. Michael Viacour from ASP. Sir, the floor is yours.

Speaker 2

Thank you. Hello, everyone, and welcome to the 2021 Annual Meeting of Unitholders of Plains All American Pipeline, LP. Before we get started, I'd like to go over a few items so you know how to participate in today's meeting. You have joined the annual meeting using your computer speaker system by default. If you would prefer to listen over the telephone, just select Telephone in the audio panel and the dial in information will be displayed.

Today's meeting will be in accordance with the agenda and the rules of conduct for the meeting, both of which are available by clicking on the documents icon located at the top right of the left side of your screen. So that we may conduct an orderly meeting, we ask that you abide by these rules. As indicated on the agenda, a general question and answer session will follow the business portion of the meeting. To submit a question, simply click on the Ask a Question icon located at the top center at the left side of your screen. Type your question and your name in the message box at the bottom, and then submit your question by clicking on the arrow Today's meeting is being recorded.

I would now like to introduce Mr. Willie Chang, Treasurer Board and CEO.

Speaker 3

Thanks, Michael. Good afternoon, ladies and gentlemen, and I welcome you to the Plains All American Pipeline LP Annual Meeting of Unitholders. It's now 2 p. M. And I would like to call this meeting to order.

I am Willie Chang, and I'm the Chairman and CEO of Plains PAA's General Partner. I will preside at today's meeting and Anne Gullion will act Secretary. Also present today are a number of our officers Richard McGee, Executive Vice President, General Counsel and Secretary Al Swanson, EVP and Chief Financial Officer Chris Chandler, EVP, Chief Operating Officer Chris Herbold, Senior Vice President and Chief Accounting Officer along with a number of other members of management. We also have the following Board members present: Victor Burke Kevin McCarthy Gary Peterson Ali Pruner Bobby Shackles, Chris Temple and Larry Ziemba. Representatives of PricewaterhouseCoopers LLP including John Phillips are also present today and will be able to answer any questions during the general question and answer session at the end of the meeting.

Philip Velez with the American Stock Transfer and Trust Company, the company's registrar and transfer agent has been appointed to act as the Inspector of Election at this meeting. At this time, I would ask our Secretary, Anne Gullion, to report on the record date, mailing a notice of this meeting and the presence of a quorum.

Speaker 4

Thanks, Lily. March 26, 2021 was set as the record date for determining those common unitholders and Series A preferred unitholders entitled to receive notice of and to vote at this meeting. A complete list of unitholders entitled to vote at this meeting has been available for inspection at our offices for the last unitholder during the meeting. Notice of this meeting was duly given in accordance with the company's partnership agreement and Delaware law. The notice of annual meeting, proxy statement and annual report on Form 10 ks for year ended December 31, 2020, were sent beginning on or about April 12, 2021, to all common unitholders and Series A preferred unitholders of record as of the close of business on March 26, 2021.

This year's annual meeting is being held virtually via live audio webcast due to the continuing public health concerns related to COVID-nineteen. We expect future annual meetings to be held in person. The matters to be considered today are described in the proxy statement. Common units and Series A preferred units held by unitholders who signed and returned proxy cards will be voted by proxy unless the proxy has been revoked by written instructions over to AST or the unitholders that submitted the proxy desires to change their vote by voting during to the meeting. If you previously submitted a proxy but would like to change your vote today or if you have not already voted by proxy and would like to vote during today's meeting, please follow the instructions on the meeting website.

If you have already voted by proxy and you do not wish to change your vote, there is no need to vote again. In order to be eligible to vote at this meeting, you must either have been a record holder of our common units or Series A preferred units as of March 26, 2021, or have a valid proxy from someone who was a record holder as of March 26, 2021. I have been advised by the Inspector of Election immediately prior to the start of today's meeting that more than a majority of the company's issued and outstanding common units and Series A preferred units eligible to vote are present or represented by proxy at this meeting. Therefore, a quorum is present and the business of the meeting may proceed. I would like to point out that with respect to the first three proposals, unitholders will cast a pass through vote by instructing PAA how to vote the Class C shares of Plains GP Holdings LP or PAGP that it owns on proposals 1, 23 at the PAGP Annual Meeting, which will take place immediately following this annual meeting.

All of our unitholders will also vote on proposal 4. However, in order to make sure that the ultimate owners of Plains AATLP have a voice in the voting by Plains AATLP of the units it owns on proposal 4, owners of Class A and Class B shares of PAGP will cast a pass through vote at the PAGP annual meeting by instructing Plains AAP LP how to vote the common units that it owns on Proposal 4. After the PAGP Annual Meeting has concluded, we will reconvene the PAA Annual Meeting for the sole purpose of tabulating Plains A PLP's vote on proposal 4.

Speaker 3

Thank you, Anne. The first matter to be considered today is the election of directors. The Board of Directors has nominated and recommends a vote for the election of Greg Armstrong, John Raymond, Bobby Shackouls and Chris Temple as Class III Directors to serve on the Board of Directors of PA AGP Holdings LLC until the 2024 annual meeting. No other nominations have been received. Therefore, the nominations are closed.

Does anyone second these nominations? I second these nominations. The second matter to be considered today the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The Board of Directors recommends a vote in favor of this proposal. Does anyone second the proposal, which I move?

I second the proposal. The third matter to be considered today is the approval on a non binding advisory basis of our named executive officer compensation. The Board of Directors recommend a vote in favor of this proposal. Does anyone second the proposal, which I move? I second the proposal.

The 4th matter to be considered today is the approval of the Plains All American 2021 Long Term Incentive Plan. The Board of Directors recommends a vote in favor of this proposal. Does anyone second the proposal, which I move? I second the proposal. The polls are now open for voting and will close at the conclusion of the meeting.

If you are voting today, please follow the instructions on the meeting website for casting your vote. Those cast during the meeting as well as those cast via proxy prior to the meeting will be tabulated for purposes of determining the final outcome of the proposals presented. I will ask the secretary to now report the preliminary results of the voting, which are based on votes received prior to the start of today's meeting.

Speaker 4

Thank you, Willie. I have been advised by the Inspector of Election that, 1, with respect to their proposals to elect Greg Armstrong, the holders of common units and Series A preferred units eligible to vote have voted to instruct PAA to vote the PAGP Class C shares that it owns at PAGP's annual meeting as follows: 341,646,685 votes for and 10,501,006 votes withheld. With respect to the proposal to elect John Raymond, the holders of common units and Series A preferred units eligible to vote have voted to instruct PAA to vote the PAGP Class C shares that it owns at PAGP's annual meeting as follows: 342,615,000,65,000 and 65 votes for 9,533,003 100 and 16 votes withheld. With respect to the proposal to elect Bobby Shackles, the holders of common units and Series A preferred units eligible to vote have voted to instruct PAA to vote the PAGP Class C shares that it owns at PAGP's annual meeting as follows: 327,429,721 votes for and 24,718,600 and 60 votes withheld. With respect to the proposal to elect Chris Temple, the holders of common units and Series A preferred units eligible to vote have voted to instruct PAA to vote the PAGP Class C shares that it owns at PAGP's Annual Meeting as follows: 338,304,998 votes for and 13,843,383 votes withheld.

With respect to the proposal to ratify the appointment of PricewaterhouseCoopers LLP as PAAs and PAGP's independent registered public accounting firm for the fiscal year ending December 31, 2021, the holders of common units and Series A preferred units eligible to vote have voted to instruct PAA to vote the PAGP Class C shares that it owns at PAGP's annual meeting as follows: 433,000,726,242 votes for 19,353,234 votes against and 1,100 and 28,752 votes abstained. And with respect to the proposal to approve on a non binding advisory basis our named executive officer compensation, the holders of common units and Series A preferred units eligible to vote have voted to instruct PAA to vote the PAGP Class C shares that it owns at PAGP's annual meeting as follows: 342,000,006 146,565 votes for, 7,365,974 votes against and 2,135,842 votes abstained. With respect to the proposal to approve the Plains All American 2021 long term incentive plan, the holders of common units other than Plains AAP LP and the holders of Series A preferred units eligible to vote have voted as follows: 338,000,764,089 votes for 11,667,759 votes against and 1,716,533 votes abstained. As noted in the proxy statement and earlier in this meeting, claims AAPLP will vote on this proposal pursuant to instructions it receives from PAGP Class A and Class B shareholders at the PAGP Annual Meeting.

We will reconvene the PAA Annual Meeting after the PAGP Annual Meeting has concluded for the sole purpose of tabulating Plains AAP LP's vote on this proposal. The final results of the voting on this proposal will be announced after PAA annual meeting is reconvenience. At the conclusion of the annual meeting, the Inspector of Election will make a written report of the final numbers of votes cast with respect to the proposals acted upon at this meeting. The inspector's final report will be included with the minutes of this meeting and the final results will be reported in a Form 8 ks to be filed with the SEC in the next few days.

Speaker 3

Thank you, Ann. This concludes the business portion of today's meeting. I would like to express my sincere appreciation to our common unitholders and the Series A preferred unitholders who attended the meeting as well as those who have submitted their receipts but were not able to attend today. Before moving to the Q and A session, we will adjourn today's meeting until after the conclusion of the PAGP Annual Meeting, at which time the PAA Annual Meeting will briefly be reconvened for the sole purpose of tabulating Plains AAP LP's vote on proposal 4. As noted in the proxy statement in earlier this meeting, once we reconvene the PAA meeting, Plains AAPLP will vote on Proposed 4 pursuant to instructions received from the PAGP Class A and Class B shareholders at the PAGP Annual Meeting.

Is there a motion that the meeting be adjourned until after the conclusion of the PAGP Annual Meeting? So moved.

Speaker 4

Seconded.

Speaker 3

I now declare the meeting to be adjourned until after the conclusion of the PAGP Annual Meeting. I'll turn it back over to the moderator at this point.

Speaker 2

The company will now respond to questions submitted during today's meeting. As a reminder, you can still submit questions by clicking on the Ask a Question icon on your screen, typing your question and your name in the message box and submitting your question by clicking on the arrow to the right of the message box.

Speaker 3

At this point, I do not see any questions. If people do have questions, I would encourage you to please reach out to our Investor Relations department by email at plainsirpaalp.com or by phone at 866-809-1291. Thank you again to everyone for participating in today's meeting.

Speaker 2

Thank you. Ladies and gentlemen, this concludes the Plains All American Pipeline LP Annual Unitholder Meeting.

Speaker 1

Thank you, speakers. This concludes the meeting. You may now disconnect.

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