Phillips 66 Files Proxy Statement with Shareholder Letter

TL;DR

PSX proxy filing out, includes shareholder letter. No fee. Standard procedure.

AI Summary

Phillips 66 filed a DEFA14A on April 21, 2025, which includes a press release and a letter to shareholders. The filing indicates no fee was required for this submission. The company is involved in petroleum refining.

Why It Matters

This filing provides shareholders with important information regarding company matters and their voting rights, as is standard for public companies before annual meetings.

Risk Assessment

Risk Level: low — This is a routine proxy filing (DEFA14A) and does not contain new material financial or strategic information that would typically impact risk.

Key Players & Entities

• Phillips 66 (company) — Registrant
• 20250421 (date) — Filing date
• 0001193125-25-087268 (filing_id) — Accession Number
• 2911 (sic_code) — Standard Industrial Classification for Petroleum Refining
• 2331 CITYWEST BLVD. (address) — Company Business Address
• HOUSTON (city) — Company Business City
• TX (state) — Company Business State
• 77042 (zip_code) — Company Business Zip Code
• 832-765-3010 (phone_number) — Company Business Phone

FAQ

From the Filing

0001193125-25-087268.txt : 20250421 0001193125-25-087268.hdr.sgml : 20250421 20250421163853 ACCESSION NUMBER: 0001193125-25-087268 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 17 FILED AS OF DATE: 20250421 DATE AS OF CHANGE: 20250421 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: 25853846 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 d931004ddefa14a.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 21, 2025, Phillips 66 published a press release in conjunction with issuing a letter to Phillips 66’s shareholders. A copy of that press release is provided below. Phillips 66 Issues Letter to Shareholders Highlights the Strength of its Board, its Nominees and its Strategy Expresses Concern with Elliott’s Conflicts of Interest Urges Shareholders to Vote “FOR” ONLY Phillips 66’s Nominees on the WHITE Proxy Card HOUSTON, April 21, 2025 – Phillips 66 (NYSE:PSX) today sent a letter to shareholders highlighting valuable information for shareholders to make an informed voting decision at Phillips 66’s upcoming Annual Meeting on May 21, 2025. The letter: • Highlights the Board’s approach to independently representing shareholders and delivering consistent and compelling value; • Demonstrates the Board’s extensive experience taking bold action in the best interest of shareholders – including transformative transactions; • Highlights the significant value-creating actions the Board and management team have taken since Mark Lashier became CEO in 2022; • Emphasizes Phillips 66’s nominees’ extensive experiences and track records of shareholder value creation; • Expresses concern with Elliott’s, and Elliott’s nominees’, poorly disclosed conflicts of interest; • Encourages shareholders to vote for declassification in a lawful manner; and • Highlights that Elliott’s nominees have loyalty questions, redundant skills and histories of destroying shareholder value. In conjunction with today’s shareholder letter, Phillips 66 published a new video on phillips66delivers.com that provides a rare insider’s look at how the Board oversees strategy and integrates top-tier directors. The full text of the Board’s letter to shareholders follows: Dear Fellow Shareholders, Since our formation in 2012, we have returned more than $43 billion to shareholders through dividends and share repurchases 1 . We have grown our dividend at a 15% Compound Annual Growth Rate (“CAGR”). The dividend we pay to our shareholders has grown every single year since we have been a publicly-traded