UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Phillips 66 (the “Company”) held its Annual Meeting of Shareholders on May 13, 2026 (the “Annual Meeting”). There were 400,982,591 shares of common stock outstanding and entitled to vote as of March 20, 2026, the record date for the Annual Meeting. The results of the matters submitted to a vote of the shareholders at the Annual Meeting are set forth below.
| 1. | Election of four Class I director nominees. |
The shareholders voted to elect four Class II directors, each to serve for a three-year term that expires at the annual meeting of shareholders held in 2029 or until such director’s successor has been duly elected or appointed and qualified, or until their earlier resignation or removal, by the following votes:
| Voted For | Voted Against |
Abstentions | Broker Non-Votes |
|||||||||||||
| Gregory J. Hayes |
271,041,189 | 26,115,802 | 634,511 | 54,069,082 | ||||||||||||
| Charles M. Holley |
283,625,254 | 13,511,900 | 654,347 | 54,069,082 | ||||||||||||
| Denise R. Singleton |
281,817,272 | 15,326,168 | 648,061 | 54,069,082 | ||||||||||||
| Howard I. Ungerleider |
282,277,844 | 14,852,458 | 661,199 | 54,069,082 | ||||||||||||
| 2. | 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 | |||
| 285,329,903 | 10,789,646 | 1,671,953 | 54,069,082 |
| 3. | 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 2026, by the following votes:
| Voted For |
Voted Against |
Abstentions | ||
| 347,828,980 | 3,118,895 | 912,709 |
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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.
| Phillips 66 | ||||||
| Dated: May 14, 2026 |
By: | /s/ Vanessa A. Sutherland | ||||
| Vanessa A. Sutherland Executive Vice President | ||||||
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