Plains GP Holdings, L.P. (PAGP) Earnings Call Transcript & Summary

Hello, everyone, and welcome to the 2021 Annual Meeting of Shareholders of Plains GP Holdings, 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. First, you have joined the annual meeting using your computer speaker system by default. If you would like to prefer -- if you would prefer to listen over the telephone, just select telephone in the audio pane and the dial-in information will be displayed. Today's meeting will be conducted in accordance with the agenda and the rules of conduct for the meeting, both of which are available by clicking on the document 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.

Thank you, Sue. Good afternoon, ladies and gentlemen, and welcome to the Plains GP Holdings, L.P. Annual Meeting of Shareholders. It is now 3:00 p.m., and I would like to call this meeting to order. I am Willie Chiang, and I'm the Chairman of the Board and Chief Executive Officer of PAGP's general partner. I will preside at today's meeting, and Ann Gullion will act as secretary. Also present today are Richard McGee, Executive Vice President, General Counsel and Secretary; a number of other officers, Al Swanson, Executive Vice President, Chief Financial Officer; Chris Chandler, Executive Vice President, Chief Operating Officer; Chris Herbold, Senior Vice President, Chief Accounting Officer, along with other members of management. We also have the following Board members with us as well: Greg Armstrong, Victor Burk, Kevin McCarthy, Gary Petersen, Alie Pruner, Bobby Shackouls and Larry Ziemba. Representatives of PricewaterhouseCoopers, including John Phillips, LLP are here today, and will be able to answer any questions you might have during the general Q&A session at the end of the meeting. Philip Velez with 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 of notice of this meeting and the presence of a quorum.

Thanks, Willie. March 26, 2021, was set as the record date for determining those Class A, B and C shareholders entitled to receive notice of and to vote at this meeting. A complete list of shareholders entitled to vote has been available for inspection at our office for the last 10 days and is available for inspection by any shareholder 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 Class A, Class B and Class C shareholders 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 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. Class A, Class B and Class C shares held by shareholders who signed and returned proxy cards will be voted by proxy, unless the proxy has been revoked by written instructions delivered to AST or the shareholder 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, you do not need -- 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 Class A, Class B or Class C shares 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 Class A, Class B and Class C shares 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 proposal 4, owners of Class A and Class B shares will cast a pass-through vote by instructing Plains AAP, L.P. how to vote the common units of Plains All American Pipeline, L.P. that it owns on proposal 4 at the PAA Annual Meeting. The PAA Annual Meeting will be reconvened after the PAGP Annual Meeting has concluded 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 the nominations.

The second matter to be considered today is the ratification of the appointment of PricewaterhouseCoopers LLP as our and PAA's 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 recommends a vote in favor of this proposal. Does anyone second the proposal which I move?

I second the proposal.

And 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.

I now declare the polls are open for voting and will close at the conclusion of the meeting. If you're 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 now ask the secretary to 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 approximately 97.6%, which is more than a plurality of votes cast by holders of the Class A, Class B and Class C shares eligible to vote, have voted for the election of Greg Armstrong as a Class III Director to serve until the 2024 Annual Meeting. Approximately 97.9%, which is more than a plurality of votes cast by holders of the Class A, Class B and Class C shares eligible to vote, have voted for the election of John Raymond as a Class III director to serve until the 2024 Annual Meeting. Approximately 91.2%, which is more than a plurality of votes cast by holders of the Class A, Class B and Class C shares eligible to vote, have voted for the election of Bobby Shackouls as a Class III director to serve until the 2024 Annual Meeting. Approximately 96.9%, which is more than a plurality of votes cast by holders of the Class A, Class B and Class C shares eligible to vote, have voted for the election of Chris Temple as a Class III director to serve until the 2024 Annual Meeting. Approximately 96.3%, which is more than a majority of votes cast by holders of the Class A, Class B and Class C shares eligible to vote, have voted for the ratification of the appointment of PricewaterhouseCoopers LLP as PAA's and PAGP's independent registered public accounting firm for the fiscal year ending December 31, 2021. And approximately 97.4%, which is more than a majority of votes cast by holders of the Class A, Class B and Class C shares eligible to vote, have voted for the approval on a nonbinding advisory basis of our named executive officer compensation. With respect to the proposal to approve the Plains All American 2021 long-term incentive plan, the holders of Class A and Class B shares eligible to vote have voted to instruct Plains AAP, L.P. to vote the PAA common units that it owns at PAA's Annual Meeting as follows: 170,446,607 votes for; 2,632,963 against; and 1,138,834 votes abstained. As noted in the proxy statement and earlier in this meeting, Plains AAP, L.P. will vote on this proposal at the PAA Annual Meeting pursuant to instructions it receives from PAGP Class A and Class B shareholders at the PAGP Annual Meeting. The PAA Annual Meeting will be reconvened after the PAGP Annual Meeting has concluded for the sole purpose of tabulating Plains AAP, L.P.'s vote on this proposal. 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 Class A, Class B and Class C shareholders who attended the meeting as well as those who submitted their proxies but were not able to attend today. Before we move to the Q&A session, is there a motion that the business portion of the meeting be adjourned?

I move that the meeting be adjourned.

I second the motion.

I now declare the meeting to be adjourned. I'll turn it back over to the moderator.

The company will now respond to questions submitted during today's meeting. [Operator Instructions]

It appears that we have no questions at this time. I would encourage anyone, if they have questions, please feel free to contact 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 GP Holdings, L.P. Annual Shareholder Meeting.