Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 8, 2020, the board of directors (the "Board") of Plains All American
Pipeline, L.P.'s (the "Registrant") general partner, PAA GP Holdings LLC (the
"Company"), appointed Lawrence M. Ziemba as an independent member of the Board.
The Board has responsibility for managing the business and affairs of the
Registrant and of Plains GP Holdings, L.P. ("PAGP").
Mr. Ziemba served as Executive Vice President, Refining, and a member of the
executive committee of Phillips 66 from May 2012 until his retirement in
December 2017. From 2001 to May 2012, he served in various downstream positions
with ConocoPhillips, including most recently as President, Global Refining, and
a member of the executive committee. He also held various positions of
increasing responsibility with Tosco/Unocal/Phillips Petroleum Company from 1977
to 2001, and he has served in a leadership capacity with several industry
groups, including as Chairman of the AFPM (American Fuels and Petrochemical
Manufacturers), Vice Chairman of the API (American Petroleum Institute)
Downstream Committee and a member of the Western States Petroleum Association
Board.
In connection with his appointment to the Board, Mr. Ziemba will receive an
initial grant of 23,490 phantom Class A Shares of PAGP that will vest (become
payable in Class A Shares of PAGP) in August of each year for the next four
years commencing in August of 2020 and continuing through August of 2023. Such
initial grant has been sized so that the number of phantom Class A Shares
vesting each August will have a market value on the date of such initial grant
equal to approximately $125,000 (or pro rata portion thereof for the period from
his appointment through August 2020), based on a volume weighted average price
for the 10-trading day period immediately preceding the date of grant (the "VWAP
Price"). As each tranche of phantom Class A Shares vests, they will be replaced
with a new grant of phantom Class A Shares having a market value on the date of
grant equal to approximately $125,000 (based on the then applicable VWAP Price)
and that will vest four years after the date of grant. The phantom Class A
Shares include associated dividend equivalent rights. Mr. Ziemba will also
receive an annual cash retainer of $75,000 for service as a Board member.
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 January 8, 2020, the Registrant issued a press release announcing the
appointment of Mr. Ziemba to the Board of the Company. A copy of the press
release is furnished as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 - Press Release dated January 8, 2020.
Exhibit 104 - Cover Page Interactive Data File (embedded within the
Inline XBRL Document)© Edgar Online, source Glimpses
PLAINS ALL AMERICAN PIPELINE, L.P. 
