Phillips 66 Announces Board and Executive Changes

TL;DR

Phillips 66 shakes up its board and exec pay. Big changes coming?

AI Summary

Phillips 66 announced on February 12, 2025, changes in its board of directors and executive compensation. Specifically, the company reported the departure of certain officers and directors, the election of new directors, and adjustments to the compensatory arrangements for its named executive officers. These changes are effective as of February 18, 2025.

Why It Matters

Changes in a company's board and executive compensation can signal shifts in strategy, governance, or financial outlook, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board composition and executive compensation can indicate underlying strategic shifts or governance issues that may affect the company's future performance and stock price.

Key Numbers

• 20250212 — Date of earliest event reported (Indicates the start date for the reported events.)
• 20250218 — Date of Report / Date as of Change (Marks when the report was filed and when the changes become effective.)

Key Players & Entities

• Phillips 66 (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• 2331 CityWest Boulevard (address) — Principal Executive Offices
• Houston, Texas 77042 (address) — Principal Executive Offices
• 832-765-3010 (phone_number) — Registrant's telephone number

FAQ

From the Filing

0001193125-25-028041.txt : 20250218 0001193125-25-028041.hdr.sgml : 20250218 20250218061233 ACCESSION NUMBER: 0001193125-25-028041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20250212 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20250218 DATE AS OF CHANGE: 20250218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Phillips 66 CENTRAL INDEX KEY: 0001534701 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 453779385 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35349 FILM NUMBER: 25632556 BUSINESS ADDRESS: STREET 1: 2331 CITYWEST BLVD. CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 832-765-3010 MAIL ADDRESS: STREET 1: 2331 CITYWEST BLVD. CITY: HOUSTON STATE: TX ZIP: 77042 8-K 1 d902787d8k.htm 8-K 8-K 0001534701 false 0001534701 2025-02-12 2025-02-12     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 February 12, 2025 Date of Report (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 12, 2025, Gary K. Adams and Denise L. Ramos each informed the Board of Directors (the “Board”) of Phillips 66 (the “Company”) of their intent not to stand for reelection to the Board at the Company’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The decisions of Mr. Adams and Ms. Ramos were the result of the Board’s ongoing refreshment activities, as described in the Company’s 2024 definitive proxy statement, and were not the result of any disagr