Phillips 66 (PSX) updates prelim results for Board elections

Phillips 66 (NYSE: PSX) today updated the preliminary results for the election of directors at its annual meeting of shareholders held on May 21, 2025. Based on estimates by the company’s proxy solicitor, shareholders are expected to elect two Phillips 66 nominees and two Elliott Management nominees.

Based on the preliminary results, the elected Phillips 66 directors are expected to be Robert W. Pease and Nigel Hearne. The Elliott nominees expected to be elected are Sigmund L. Cornelius and Michael A. Heim. Phillips 66 nominees John E. Lowe and Howard Ungerleider were not elected.

“We welcome our new directors and look forward to working constructively as a Board,” said Mark Lashier, Chairman and Chief Executive Officer of Phillips 66. “We thank all our shareholders for their engagement through this process and their careful analysis of the issues. This vote reflects a belief in our integrated strategy and a recognition that our early results do not yet reflect the full potential of our plan or the value inherent in this business. As a Board, we are focused on creating meaningful long-term value for our shareholders.”

Lashier continued, “On behalf of the Board and Company, I would like to thank John for his service with distinction and Howard for his commitment to this process. They each deserve significant appreciation for their terrific service to the company.”

The company also noted that, based on estimates by the company’s proxy solicitor, the management proposal to declassify the Board was not approved by shareholders. While it received significant support, it did not receive the required affirmative vote of the holders of 80% of the outstanding shares of stock entitled to vote. The Board recognizes shareholder preference for annual elections and remains committed to declassification. Shareholders overwhelmingly voted against Elliott’s proposal requiring annual director resignations, in line with the Board’s recommendation.

The results announced today are considered preliminary until final results are tabulated and certified by the independent Inspector of Election. Final results will be reported on a Form 8-K that will be filed with the Securities and Exchange Commission.

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