SEC Form 8-K filed by Phillips 66

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: May 21, 2025

(Date of earliest event reported)

 

Phillips 66

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-35349		45-3779385
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2331 CityWest Boulevard

Houston, Texas 77042

(Address of principal executive offices and zip code)

(832) 765-3010

(Registrant’s telephone number, including area code)

Not Applicable

(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
Common stock, $0.01 par value		PSX		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07

Submission of Matters to a Vote of Security Holders.

Phillips 66 (the “Company”) held its Annual Meeting of Shareholders on May 21, 2025 (the “Annual Meeting”). There were 407,437,242 shares of common stock outstanding and entitled to vote as of April 4, 2025, the record date for the Annual Meeting. There were 311,045,132 shares of common stock represented at the Annual Meeting by valid proxies or voted at the meeting, which was approximately 76.34% of the shares of common stock outstanding and entitled to vote at the Annual Meeting and which constituted a quorum.

Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 8, 2025 in connection with the Annual Meeting, and the final voting results tabulated by the Company’s independent Inspector of Election, First Coast Results, Inc.

 

1.	Election of four Class I director nominees.

The shareholders voted to elect four Class I directors, each to serve for a three-year term that expires at the annual meeting of shareholders held in 2028 or until such director’s successor has been duly elected or appointed and qualified, or until their earlier resignation or removal. As a result of the vote, A. Nigel Hearne, Robert W. Pease, Sigmund L. Cornelius and Michael A. Heim were elected to the Board of Directors, by the following votes:

 

		For				Withhold
Company’s Nominees
A. Nigel Hearne			167,949,641				135,742,964
John E. Lowe			128,390,451				175,342,537
Robert W. Pease			168,482,157				135,204,208
Howard I. Ungerleider			142,036,918				161,648,211
Elliott’s Nominees
Brian S. Coffman			157,195,388				145,664,633
Sigmund L. Cornelius			168,627,166				134,193,219
Michael A. Heim			160,048,008				142,812,624
Stacy D. Nieuwoudt			108,504,870				194,352,817

 

2.	Management proposal to approve the declassification of the Board of Directors.

The shareholders did not approve an amendment to the Company’s Certificate of Incorporation and By-Laws to declassify the Board of Directors over a three-year period, by the following votes:

 

Voted For		Voted Against		Abstentions		Broker Non-Votes
295,250,873		7,087,290		2,156,174		6,550,795

 

3.	Proposal to approve, on an advisory basis, named executive officer compensation.

The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, by the following votes:

 

Voted For		Voted Against		Abstentions		Broker Non-Votes
254,968,960		42,326,860		7,198,517		6,550,795

 

-2-

4.	Proposal to approve, on an advisory basis, the frequency of future advisory proposals on named executive compensation.

The shareholders approved, on an advisory basis, a one year frequency for future advisory proposals on the compensation of the Company’s named executive officers, by the following votes:

 

Voted One Year		Voted Two Year		Voted Three Year		Abstentions
290,926,976		1,950,577		5,148,366		6,468,418

 

5.	Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm.

The shareholders approved the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025, by the following votes:

 

Voted For		Voted Against		Abstentions
300,825,734		4,553,490		5,665,908

 

6.	Non-binding Shareholder proposal requiring annual director resignations.

The shareholders did not approve the non-binding shareholder proposal requesting the Board adopt a policy requiring directors to deliver a letter of resignation effective at the next annual meeting of shareholders each year prior to the nomination of director candidates, by the following votes:

 

Voted For		Voted Against		Abstentions		Broker Non-Votes
99,489,243		202,748,330		2,256,764		6,550,795

 

-3-

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.

 

 

-4-