Plains All American Pipeline, L.P. (PAA) Earnings Call Transcript & Summary

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 Viafor from ASP ]. Sir, the floor is yours.

Thank you. Hello, everyone, and welcome to the 2021 Annual Meeting of Unitholders of Plains All American Pipeline, L.P. Before we get started, I'd like to go over a few items so you know how to participate in today's meeting. You've 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 conducted in accordance with the agenda and the rules of conduct of 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. [Operator Instructions] Today's meeting is being recorded. I would now like to introduce Mr. Willie Chiang, Chairman of the Board and CEO.

Thanks, [ Michael ]. Good afternoon, ladies and gentlemen, and I welcome you to the Plains All American Pipeline, L.P. Annual Meeting of Unitholders. It's now 2:00 p.m., and I would like to call this meeting to order. I am Willie Chiang, and I'm the Chairman and CEO of Plains PAA's General Partner. I will preside at today's meeting, and Ann Gullion will act as 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 Burk, Kevin McCarthy, Gary Petersen, Alie Pruner, Bobby Shackouls, 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 session and a -- general question-and-answer session at the end of the meeting. Philip Velez with the American Stock Transfer & 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, Ann Gullion, to report on the record date, mailing the notice of this meeting and the presence of a quorum.

Thanks, Willie. 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 10 days and is available for inspection by any 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-K for the 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-19. 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 a proxy has been revoked by a written instruction delivered to AST or the unitholder that submitted the proxy desires to change their vote by voting during today's 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 3 proposals, unitholders will cast a pass-through vote by instructing PAA how to vote the Class C shares of Plains GP Holdings, L.P., or PAGP, that it owns on Proposals 1, 2 and 3 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 AAP, L.P. have a voice in the voting by Plains AAP, L.P. 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, L.P. 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 AAP, L.P.'s vote on Proposal 4.

Thank you, Ann. 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 PAA GP 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 is 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 nonbinding 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 fourth 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. Votes cast during the meeting as well as votes 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.

Thank you, Willie. I have been advised by the inspector of election that, one, with respect to the proposal 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 10,501,696 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: 342,615,065 votes for and 9,533,316 votes withheld. With respect to the proposal to elect Bobby Shackouls, 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 24,718,660 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 PAA 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: 433,726,242 votes for; and 19,353,234 votes against; and 1,128,752 votes abstained. And with respect to the proposal to approve on a nonbinding 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 the PAGP Class C shares that it owns at PAGP's Annual Meeting as follows: 342,646,565 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, L.P. and the holders of Series A preferred units eligible to vote have voted as follows: 338,764,089 votes for; 11,667,759 votes against; and 1,716,533 votes abstained. As noted in the proxy statement and earlier in this meeting, Plains AAP, L.P. 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, L.P.'s vote on its proposal. The final results of the voting on this proposal will be announced after PAA Annual Meeting is reconvened. 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-K to be filed with the SEC in the next few days.

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 seats, but were not able to attend today. Before moving to the Q&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 L.P.'s vote on Proposal 4. As noted in the proxy statement and earlier this meeting, once we reconvene the PAA meeting, Plains AAP, L.P. will vote on Proposal 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.

Seconded.

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.

[Operator Instructions]

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 e-mail at [email protected] or by phone at (866) 809-1291. Thank you again to everyone for participating in today's meeting.

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

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