Phillips 66 Files 2025 Shareholder Meeting Proxy Materials

TL;DR

PSX proxy filing out - shareholder meeting details incoming.

AI Summary

Phillips 66 filed a DEFA14A on April 16, 2025, providing a form of email sent to employees regarding the company's 2025 Annual Meeting of Shareholders. The filing is a definitive additional material, indicating it supplements previous proxy materials.

Why It Matters

This filing provides shareholders with important information and materials related to the upcoming annual meeting, allowing them to exercise their voting rights.

Risk Assessment

Risk Level: low — This is a routine proxy filing for an annual shareholder meeting and does not contain unusual or high-risk information.

Key Players & Entities

• Phillips 66 (company) — Registrant
• 2025 (date) — Annual Meeting Year
• April 16, 2025 (date) — Filing Date

FAQ

From the Filing

0001193125-25-082882.txt : 20250416 0001193125-25-082882.hdr.sgml : 20250416 20250416164853 ACCESSION NUMBER: 0001193125-25-082882 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250416 DATE AS OF CHANGE: 20250416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Phillips 66 CENTRAL INDEX KEY: 0001534701 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] ORGANIZATION NAME: 01 Energy & Transportation EIN: 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: 25843333 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 d948885ddefa14a.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 April 16, 2025, business unit leaders of Phillips 66 sent an email to employees of Phillips 66 regarding Phillips 66’s 2025 Annual Meeting of Shareholders. A form of that email is provided below. Team: At our Annual General Meeting each year, our shareholders cast votes to determine who serves on our Board, among other items. This year, we have put forth four highly qualified directors to stand for election at our Annual Meeting on May 21 st . Over the last few months, you may have seen the recent public activity from one of our shareholders Elliott Management, in which they outline their views on Phillips 66’s approach and direction. Following our efforts to engage in constructive dialogue, as we do with all our shareholders, Elliott has escalated its criticism of our business and put forth a slate of four dissident candidates for potential election to our Board at our 2025 Annual Meeting. Our four nominees are best positioned to serve Phillips 66. Two are familiar faces – Bob Pease (you can read a recent letter from him here ) and John Lowe – who are already on our Board and have provided great expertise and service to our company. We are also excited to nominate two new directors, Nigel Hearne and Howard Ungerleider. All four nominees have significant leadership experience and impressive track records in our industry. Elliott has proposed that our Board adopt a policy plainly requiring each of our directors to resign each year. Let us be crystal clear – implementing Elliott’s proposal would violate our charter and by-laws, as well as applicable state law. Elliott’s statements to the contrary are misleading and inaccurate, and we urge you to disregard them and vote in favor of our legal efforts to declassify our Board. We need your help to ensure Phillips 66 remains on the path to creating long-term, sustainable value for our shareholders, employees and all stakeholders. Your vote is crucial in sending a clear message that we stand behind our strategy and our team. This vote is more than just a choice between two opposing views – it’s about ensuring Phillips 66 remains focused on delivering long-term value without the unnecessary dist