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- 35.6% Opposition to Say-on-pay Vote (new) — Elevated shareholder dissent on executive compensation indicates significant concern about pay practices.
PAGP shareholders signal concern over executive pay with 35.6% opposition vote
Filed May 22, 2026 · Period ending May 20, 2026 · ~1 min read
Key Changes
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high
Say-on-pay vote passed with only 64.4% support (302.9M for, 165.5M against), reflecting elevated shareholder concern about 2025 executive compensation practices that warrants board attention.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
All four Class I directors elected to serve until 2029 with 97.8%–98.4% approval of votes cast (Willie Chiang, Ellen DeSanctis, Alexandra Pruner, Larry Ziemba).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
PricewaterhouseCoopers LLP ratified as independent auditor for fiscal 2026 with 98.7% approval (629.7M for, 7.5M against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Plains GP Holdings held its 2026 annual meeting on May 20, with 83.5% of shares represented. The most notable outcome was the say-on-pay vote, where shareholders approved 2025 executive compensation with only 64.4% support—meaning 35.6% of votes cast opposed management's pay practices. This elevated opposition level signals significant shareholder concern about compensation decisions and warrants board attention to address investor expectations.
The director elections and auditor ratification proceeded routinely. All four Class I director nominees (Willie Chiang, Ellen DeSanctis, Alexandra Pruner, and Larry Ziemba) were elected with 97.8%–98.4% approval to serve until 2029, and PricewaterhouseCoopers LLP was ratified as independent auditor with 98.7% support. The compensation vote stands out as the item requiring management follow-up to understand and address shareholder concerns.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
PAGP held its 2026 annual meeting on May 20, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation.
Added in current filing · verify on EDGAR →
Class A, Class B and Class C shareholders voted on the approval, on a non-binding advisory basis, of our 2025 named executive officer compensation as follows: Percentage of Votes For | Against | Abstained | Cast FOR | Broker Non-Votes 302,893,968 | 165,486,984 | 2,255,563 | 64.4% | 167,381,432
Shareholders approved the 2025 named executive officer compensation on a non-binding advisory basis with 302,893,968 votes for, 165,486,984 against, and 2,255,563 abstentions, representing 64.4% approval of votes cast. This represents approximately 39.7% support from shares outstanding (302,893,968 of 763,943,591 shares entitled to vote). The 35.6% opposition level (165,486,984 votes against of 470,636,515 votes cast) is elevated and indicates significant shareholder concern about executive compensation practices, warranting board attention.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
1. Willie Chiang 460,938,348 | 9,698,168 | 97.9% | 167,381,431 2. Ellen DeSanctis 463,251,561 | 7,384,955 | 98.4% | 167,381,431 3. Alexandra Pruner 461,255,477 | 9,381,039 | 98.0% | 167,381,431 3. Larry Ziemba 460,487,242 | 10,194,274 | 97.8% | 167,381,431
Shareholders elected all four Class I director nominees to serve until the 2029 annual meeting. Willie Chiang received 460,938,348 votes for (97.9% of votes cast), Ellen DeSanctis received 463,251,561 votes for (98.4%), Alexandra Pruner received 461,255,477 votes for (98.0%), and Larry Ziemba received 460,487,242 votes for (97.8%). Out of 763,943,591 shares entitled to vote, approximately 83.5%, or 638,017,947 shares, were represented at the meeting. Each director received support from approximately 60.3% to 60.6% of shares outstanding, reflecting routine, healthy approval levels for uncontested director elections.
Added in current filing · verify on EDGAR →
Class A, Class B and Class C shareholders voted on the ratification of the appointment of PricewaterhouseCoopers LLP as PAGP’s and PAA’s independent registered public accounting firm for the fiscal year ending December 31, 2026 as follows: Percentage of Votes For | Against | Abstained | Cast FOR | Broker Non-Votes 629,742,215 | 7,535,341 | 740,391 | 98.7% | -0-
Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2026 with 629,742,215 votes for, 7,535,341 against, and 740,391 abstentions, representing 98.7% approval of votes cast. This represents approximately 82.4% support from shares outstanding (629,742,215 of 763,943,591 shares entitled to vote), a routine and healthy approval level for auditor ratification.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify