Phillips 66 Responds to Elliott Investment Management

TL;DR

PSX confirms Elliott's director noms, looks like a proxy fight is brewing.

AI Summary

Phillips 66 filed a DEFA14A on March 5, 2025, announcing a letter to shareholders and confirming Elliott Investment Management's nomination of director candidates. This filing indicates a response to activist investor engagement.

Why It Matters

This filing signals potential changes in board composition or strategy due to activist investor involvement, which could impact the company's future direction and shareholder value.

Risk Assessment

Risk Level: medium — Activist investor involvement can lead to significant strategic shifts, board changes, and potential volatility.

Key Players & Entities

• Phillips 66 (company) — Registrant
• Elliott Investment Management (company) — Activist investor nominating director candidates
• March 5, 2025 (date) — Filing date and date of press release

FAQ

From the Filing

0001193125-25-047231.txt : 20250305 0001193125-25-047231.hdr.sgml : 20250305 20250305163104 ACCESSION NUMBER: 0001193125-25-047231 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20250305 DATE AS OF CHANGE: 20250305 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35349 FILM NUMBER: 25711703 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 DEFA14A 1 d940397ddefa14a.htm DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☑ Soliciting Material under §240.14a-12 Phillips 66 (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): ☑ No fee required ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 On March 5, 2025, Phillips 66 issued the following press release. NEWS RELEASE Phillips 66 Issues Letter to Shareholders Confirms Elliott Investment Management’s Nomination of Director Candidates HOUSTON, March 5, 2025 – Phillips 66 (NYSE:PSX) (the “Company”) today issued the following letter to its shareholders. The Company values shareholder feedback and is fully committed to continuing open engagement with all shareholders. This has been consistently demonstrated and expressed over the course of nearly two dozen meetings with Elliott Investment Management (“Elliott”) since October 2023, including the most recent meeting on March 3, 2025. The Company also confirmed Elliott has nominated seven directors for election to Phillips 66’s Board of Directors (the “Board”) at the Company’s 2025 Annual Meeting. As the Company disclosed on February 19, the Board will present its recommendation regarding the director nominations with its definitive proxy statement to be filed with the U.S. Securities and Exchange Commission and made available to all shareholders eligible to vote at the 2025 Annual Meeting. Following the proper procedures and in accordance with the Company’s By-Laws, the Board intends to put forward another management proposal to declassify the Board at our 2025 Annual Meeting and notes that it has done so five times since its 2015 Annual Meeting. Fellow Shareholders: At Phillips 66, we are committed to maximizing value for our shareholders through operational excellence and disciplined capital allocation. We have a strong track record since our formation in 2012. We have built out a large-scale, competitive, high return Midstream platform, enhanced our chemicals position through Chevron Phillips Chemical Company (CPChem) and have made sustainable improvement to refining operations. These actions have positioned Phillips 66 as the leading energy business it is today. Moreover, these actions have delivered substantial value for our shareholders. This includes total shareholder returns of 474% 1 and returning $43 billion to shareholders through dividends and share repurchases. Most importantly, we have done all this wh