Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In conjunction with its regularly scheduled quarterly meeting on May 21,
2009, Mr. Christopher M. Temple, President of Vulcan Capital, joined the board
of directors of Plains All American GP LLC ("GP LLC"), the general partner of
Plains All American Pipeline, L.P. (the "Registrant"). Mr. Temple was designated
by Vulcan Energy Corporation ("Vulcan Energy"), of which he is a director, to
serve as its representative on the GP LLC board, and Mr. Temple's addition to
the board was unanimously approved by the existing directors. The GP LLC board
consists of up to eight individuals, including three independent directors, the
Chief Executive Officer, two directors each of whom is appointed by one of the
two members with the power to designate a director, and two at-large directors
appointed by a majority in interest. Vulcan Energy's wholly owned subsidiary,
Vulcan Energy GP Holdings Inc., owns a 50.1% member interest in GP LLC. Mr. W.
Lance Conn, who served as Vulcan Energy's designated representative on the GP
LLC board from November 2008, has been appointed as an at-large director,
filling a previously vacant seat. For a discussion of (i) the relationships of
the Registrant with Vulcan Energy and Vulcan Capital and (ii) compensation for
service on the GP LLC board, please refer to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 2008. Any board fees payable in
connection with Mr. Temple's service as the Vulcan Energy designee will be
payable to Vulcan Inc. Mr. Conn will be entitled to receive the same
compensation payable to directors generally. Mr. Temple was also appointed to
the compensation committee of the GP LLC board, replacing Mr. Conn.
Mr. Temple is the President of Vulcan Capital and is responsible for managing
the diverse multi-billion dollar investment portfolio of Vulcan Inc. Prior to
joining Vulcan, Mr. Temple served as a managing director at Tailwind Capital, a
New York-based private equity firm. Prior to Tailwind, Mr. Temple was a managing
director at both Friend Skoler & Company and Thayer Capital Partners.
Additionally, he was a licensed CPA, serving clients in the energy sector with
KPMG in Houston, Texas. Mr. Temple holds an MBA from Harvard and a BBA, magna
cum laude, from the University of Texas.
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 May 21, 2009, the Registrant issued a press release announcing changes in
its Board of Directors. A copy of the press release is furnished as Exhibit 99.1
hereto.
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