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false PLAINS GP HOLDINGS LP 0001581990 0001581990 2025-03-26 2025-03-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) – March 26, 2025

 

Plains GP Holdings, L.P.

(Exact name of registrant as specified in its charter)

 

DELAWARE 1-36132 90-1005472
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

333 Clay Street, Suite 1600, Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

 

713-646-4100

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Shares   PAGP   Nasdaq

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 


 

Item 5.02 Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 26, 2025, the Registrant issued a press release announcing, among other things, that Harry Pefanis will retire as President of Plains All American Pipeline, L.P. and Plains GP Holdings, L.P. effective June 1, 2025. Mr. Pefanis will continue to serve on the Plains Board of Directors and, following his retirement as President, as a Senior Advisor to Plains. Willie Chiang, Chairman of the Board and CEO, will assume the additional role of President effective upon the retirement of Mr. Pefanis. The announced changes are in line with Plains’ long-term succession plan.

 

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K. and incorporated into this item by reference.

 

Item 9.01. Financial Statements and Exhibits.
   
(d) Exhibits
   
  Exhibit 99.1 — Press Release dated March 26, 2025.
   
  104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:   March 26, 2025 PLAINS GP HOLDINGS, L.P.
   
  By: PAA GP Holdings LLC, its general partner
     
  By: /s/ Richard McGee
    Name: Richard McGee
    Title: Executive Vice President

  

EX-99.1 2 tm2510414d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

Plains Announces Retirement of President Harry Pefanis and Assignment Updates to Board of Directors

 

HOUSTON – March 26, 2025 – Plains All American Pipeline, L.P. (Nasdaq: PAA) and Plains GP Holdings (Nasdaq: PAGP) announced today that Harry Pefanis will retire as President of Plains effective June 1, 2025. Willie Chiang, Chairman of the Board and CEO, will assume the role of President effective upon the retirement of Mr. Pefanis. In addition, Plains announced updates to the lead director position and certain committee assignments for its Board of Directors that will also be effective June 1, 2025.

 

In line with Plains’ long-term succession plan, Mr. Pefanis will retire as President after 27+ years of service to the company he co-founded. Including his time with Plains prior to its initial public offering in 1998, Mr. Pefanis has been with the organization for over four decades. Mr. Pefanis will continue to serve on the Board of Directors and as a Senior Advisor to Plains.

 

“Harry is a world class energy executive who played a key role in the founding of the Company almost three decades ago, and who has been instrumental to the growth of Plains into the modern energy transportation company it is today. His time at Plains has been marked by a relentless focus on customer service, developing lasting relationships, operational excellence, and financial strength, together with an unwavering commitment to integrity, accountability and teamwork,” said Willie Chiang. “Harry lives our core values every day and has been an exceptional role model for our employees and an outstanding representative for our company and our industry. I want to thank him for his many contributions and I am very pleased that we will continue to benefit from his knowledge, experience and insights through his continued service as a Director and his new role as a Senior Advisor.”

 

“It has been an incredible experience to be part of Plains during such a dynamic period. I have had the privilege of working with exceptionally talented teammates that have always been committed to developing lasting relationships, delivering value, driving results, and meeting the needs of our customers and stakeholders. I strongly believe that we will continue to see growth in crude oil production and that Plains is better positioned than ever to capitalize on the growing demand for our integrated asset base,” said Harry Pefanis.

 

As part of the Board’s ongoing succession planning process, Plains also announced the following changes to its Board of Directors effective June 1, 2025. Bobby Shackouls will be succeeded in his roles as Lead Director and Chair of the Governance Committee by John Raymond. Mr. Shackouls will succeed Mr. Raymond as Chair of the Compensation Committee. In order to ensure continuity and a smooth transition, Mr. Raymond will remain a member of the Compensation Committee and Mr. Shackouls will remain a member of the Governance Committee.

 

About Plains

PAA is a publicly traded master limited partnership that owns and operates midstream energy infrastructure and provides logistics services for crude oil and natural gas liquids (NGL). PAA owns an extensive network of pipeline gathering and transportation systems, in addition to terminalling, storage, processing, fractionation and other infrastructure assets serving key producing basins, transportation corridors and major market hubs and export outlets in the United States and Canada. On average, PAA handles approximately eight million barrels per day of crude oil and NGL. 

 

PAGP is a publicly traded entity that owns an indirect, non-economic controlling general partner interest in PAA and an indirect limited partner interest in PAA, one of the largest energy infrastructure and logistics companies in North America. 

 

PAA and PAGP are headquartered in Houston, Texas. More information is available at www.plains.com.

 

Investor Relations Contacts:

Blake Fernandez

Michael Gladstein

PlainsIR@plains.com

(866) 809-1291