Business Context and Reporting Period
This Form 8-K filing by Plains GP Holdings, L.P. (PAGP) reports on the results of the 2018 annual meeting of shareholders held on May 15, 2018. The filing details the voting outcomes for director elections, auditor ratification, and executive compensation advisory votes.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and shareholder voting results rather than financial performance.
Material Changes and Voting Results
The following matters were voted upon by shareholders:
- Director Election: Two Class III directors were elected to serve until the 2021 annual meeting.
- Bobby S. Shackouls: 443,344,842 votes For; 162,800,094 votes Withheld.
- Christopher M. Temple: 489,116,926 votes For; 117,028,010 votes Withheld.
- Auditor Ratification: PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2018.
- For: 715,275,082
- Against: 9,113,781
- Abstained: 4,916,417
- Executive Compensation (Say-on-Pay): Shareholders approved the named executive officer compensation on a non-binding advisory basis.
- For: 532,308,737
- Against: 67,699,284
- Abstained: 6,137,614
- Compensation Vote Frequency: Shareholders voted on the frequency of future advisory votes.
- Every 1 Year: 583,470,713 (Majority)
- Every 2 Years: 15,387,000
- Every 3 Years: 1,950,884
Guidance, Outlook, and Management Commentary
Based on the voting results for proposal number 4, the board of directors of PAA GP Holdings LLC determined that future advisory votes to approve named executive officer compensation will be held annually. This frequency will remain in effect until the next required advisory vote on frequency, which must occur no later than the 2024 annual meeting.
Important Facts for Investors to Verify
- Confirmation that PricewaterhouseCoopers LLP is the appointed auditor for the fiscal year ending December 31, 2018.
- The specific terms of the newly elected directors' tenure through the 2021 annual meeting.
- The board's formal adoption of annual executive compensation advisory votes through 2024.
- Review of the full proxy statement for detailed executive compensation figures not included in this 8-K.