Item 5.02. Departure of Directors and Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 25, 2021, the Board of Directors of PAA GP Holdings LLC ("PAGP GP"),
the general partner of Plains GP Holdings, L.P. ("PAGP") and Plains All American
Pipeline, L.P. (the "Registrant" and, collectively with PAGP, "Plains"),
approved the promotion, effective March 1, 2021, of Jeremy L. Goebel from
Executive Vice President, Commercial to Executive Vice President and Chief
Commercial Officer. Harry N. Pefanis, who previously served as President and
Chief Commercial Officer, will continue to serve as President. Biographical
information regarding Mr. Goebel, including his business experience, as well as
information regarding Mr. Goebel's compensation is included in PAA's proxy
statement dated April 15, 2020. Mr. Goebel's compensation did not change as a
result of his promotion.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
As part of our continuing effort to further strengthen our governance structure
and our focus on sustainability and "ESG" matters, the Board took the following
actions on February 25, 2021:
The Board approved Amendment No. 4 to the Third Amended and Restated Limited
Liability Company Agreement of PAGP GP (the "Amendment") that adds the three
Directors who are current or former members of management to the pool of
Directors that are subject to public election. Prior to the Amendment, such
Directors (who are Greg Armstrong (former CEO), Harry Pefanis (President) and
Willie Chiang (current CEO and Chairman of the Board)) were not subject to
public election. As a result of the Amendment, each of these Directors has been
added to an existing Class and will stand for re-election at the end of the term
for that Class: Mr. Armstrong has been added to Class III (term expiring at the
2021 Annual Meeting), Mr. Pefanis has been added to Class II (term expiring at
the 2022 Annual Meeting) and Mr. Chiang has been added to Class I (term expiring
at the 2023 Annual Meeting). In connection with these actions, should Mr.
Armstrong be elected at the 2021 Annual Meeting and effective concurrently
therewith, the Board also approved an extension of the term of Mr. Armstrong's
current employment agreement so that the term thereof ends upon the conclusion
of the 2024 Annual Meeting. Capitalized terms used but not defined in this Form
8-K shall have the definitions as set forth in the Third Amended and Restated
Limited Liability Company Agreement of the Company, as amended. A copy of the
Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and
incorporated into this item by reference.
The Board approved the formation of a Health, Safety, Environmental and
Sustainability ("HSES") Committee and appointed Larry Ziemba and Chris Temple,
both of whom are Independent Directors, to serve as members of that committee.
Mr. Ziemba will chair the new committee. The charter for the HSES Committee
requires that all of its members shall be Independent Directors. Although not
required pursuant to applicable stock exchange requirements for limited
partnerships, the Board also mandated that all members of its Compensation
Committee and Governance Committee shall be Independent Directors. Consistent
with such independence requirements, the current members of these committees
have been determined by the Board to be Independent Directors.
Item 7.01. Regulation FD Disclosure.
In accordance with General Instruction B.2 of Form 8-K, the information
presented under this Item 7.01 shall not be deemed "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall such information be deemed
incorporated by reference into any filing under the Securities Act of 1933 or
the Securities Exchange Act of 1934, each as amended.
On March 1, 2021, the Registrant issued a press release announcing Mr. Goebel's
promotion as described above in Item 5.02. A copy of the press release is
furnished as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
Exhibit 3.1 Amendment No. 4 dated February 25, 2021 to the Third Amended
- and Restated Limited Liability Company Agreement of PAA GP
Holdings LLC.
Exhibit 99.1 Press Release dated March 1, 2021.
-
Exhibit 104 - Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101)
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