Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2022 annual meeting of common unitholders and Series A Convertible Preferred unitholders (collectively, the "Unitholders") ofPlains All American Pipeline, L.P. ("PAA" or the "Partnership") was held onMay 25, 2022 . At the annual meeting, the Unitholders (other thanPlains AAP, L.P. ) considered and voted on how to instruct PAA to vote the Class C shares ofPlains 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 datedApril 14, 2022 (the "Proxy Statement"): (i) the election of four Class II directors to serve on the board of directors ofPAA GP Holdings LLC until the 2025 annual meeting; (ii) the ratification of the appointment ofPricewaterhouseCoopers LLP as PAGP's and PAA's independent registered public accounting firm for the fiscal year endingDecember 31, 2022 ; and (iii) the approval, on a non-binding advisory basis, of our 2021 named executive officer compensation.
The voting results for each matter presented at the PAA annual meeting were as follows (Note, for Items 1 and 3 below, which are considered non-routine matters, broker non-votes are not considered votes cast and have no impact on the outcome. Out of the 532,273,469 common units and Series A Preferred units eligible to vote on Items 1, 2 and 3, approximately 81%, or 433,360,410 units, were represented in person or by proxy at the PAA annual meeting):
1. Unitholders (other than
the PAGP Class C shares that it owns at the PAGP annual meeting on the
election of four Class II directors to serve on the board of directors
ofPAA GP Holdings LLC until the 2025 annual meeting as follows: Percentage of Votes Cast Nominees For Withheld FOR* Broker Non-Votes 1. Victor Burk 320,054,093 2,556,771 99.2% 110,749,546 2. Kevin S. McCarthy 319,738,327 2,872,537 99.1% 110,749,546 3. Harry N. Pefanis 320,148,444 2,462,420 99.2% 110,749,546 4. Gary R. Petersen 299,691,755 22,919,109 92.9% 110,749,546
2. Unitholders (other than
the PAGP Class C shares that it owns at the PAGP annual meeting on the
ratification of the appointment of
and PAA's independent registered public accounting firm for the fiscal
year endingDecember 31, 2022 as follows: Percentage of Votes Cast For Against Abstained FOR* Broker Non-Votes 406,228,351 26,507,149 624,910 93.7% -0-
3. Unitholders (other than
the PAGP Class C shares that it owns at the PAGP annual meeting on the
approval, on a non-binding advisory basis, of our 2021 named executive
officer compensation as follows: Percentage of Votes Cast For Against Abstained FOR* Broker Non-Votes 317,201,345 3,643,496 1,766,023 98.3% 110,749,546
*With respect to Items 1, 2 and 3, PAA Unitholders (other thanPlains 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
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