Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On September 4, 2020, PAA GP Holdings LLC ("GP Holdings"), the general partner
of Plains GP Holdings, L.P. ("PAGP" or the "Registrant"), received notice from
an affiliate of Kayne Anderson Capital Advisors, L.P. ("Kayne Anderson") that
Robert V. Sinnott will be retiring from service as Kayne Anderson's designated
representative on the Board of Directors of GP Holdings effective as of
September 30, 2020, and that effective as of October 1, 2020, he will be
replaced by Kevin McCarthy, Vice Chairman of Kayne Anderson. Mr. Sinnott has
served as a director of GP Holdings and its predecessors and affiliates for over
25 years.
As a non-employee director serving as Kayne Anderson's contractually designated
director on the GP Holdings Board, Mr. McCarthy's "independence" under
applicable New York Stock Exchange standards will not be assessed by the Board,
and he will not be considered to be an "independent" director. Similar to the
compensation currently received by Mr. Sinnott for his service, Mr. McCarthy
will receive an annual retainer fee of $75,000 and upon approval by the GP
Holdings Board, an annual equity grant having a value of $100,000. For a
discussion of the relationships of the Registrant with Kayne Anderson, please
refer to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2019 and the Registrant's Proxy Statement dated April 15, 2020.
The GP Holdings Board has responsibility for managing the business and affairs
of PAGP and Plains All American Pipeline, L.P. ("PAA"). As detailed in PAA's and
PAGP's annual Proxy Statement filings, Kayne Anderson holds a previously
negotiated legacy contractual right to designate an individual to serve as a
director on the GP Holdings Board, provided that Kayne Anderson and its
qualifying affiliates satisfy certain minimum equity ownership requirements.
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 September 10, 2020, the Registrant issued a press release announcing changes
to its Board of Directors. A copy of the press release is furnished as
Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 - Press Release dated September 10, 2020.
Exhibit 104 ---- Cover Page Interactive Data File (embedded within Inline XBRL
document contained in Exhibit 101)
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