Phillips 66 Issues Shareholder Letter & Press Release

TL;DR

PSX shareholders get a letter from the board - check it out.

AI Summary

Phillips 66 filed a DEFA14A on April 24, 2025, providing a press release and a letter to shareholders from its independent directors. This filing serves as definitive additional material for the company's proxy statement.

Why It Matters

This filing provides shareholders with important communications from Phillips 66's independent directors regarding company matters, influencing shareholder decisions at upcoming meetings.

Risk Assessment

Risk Level: low — This is a routine proxy filing and does not contain information that suggests immediate financial risk.

Key Players & Entities

• Phillips 66 (company) — Registrant
• 2331 CITYWEST BLVD. (address) — Business and Mail Address
• HOUSTON (city) — Business and Mail City
• TX (state) — Business and Mail State
• 77042 (zip_code) — Business and Mail Zip Code
• 832-765-3010 (phone_number) — Business Phone
• 0001193125-25-093655 (accession_number) — Filing Accession Number
• 20250424 (date) — Filing Date

FAQ

From the Filing

0001193125-25-093655.txt : 20250424 0001193125-25-093655.hdr.sgml : 20250424 20250424165626 ACCESSION NUMBER: 0001193125-25-093655 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20250424 DATE AS OF CHANGE: 20250424 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: 25868401 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 d787124ddefa14a.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 (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 24, 2025, Phillips 66 published a press release in conjunction with a letter sent to Phillips 66’s shareholders by the independent directors of Phillips 66. A copy of that press release is provided below. Independent Directors of Phillips 66 Issue Letter to Investors and Their Stewardship Teams Encourages Honest, Independent Interrogation of Facts Raises Key Questions Stewardship Teams and Investors Should Reach Their Own Conclusions On HOUSTON, April 24, 2025 – Phillips 66 (NYSE:PSX) today sent a letter from the Independent Directors of the Board to the Company’s shareholders and to independent proxy advisors, particularly those involved in assessing corporate governance topics. In conjunction with today’s letter, Phillips 66 published a new video to phillips66delivers.com . The video provides shareholders a unique perspective into how the Board approaches overseeing the Company’s strategy, monitoring progress against that strategy, allocating capital, engaging with shareholders and driving long-term value for Phillips 66 shareholders. The full text of the Board’s letter to investors and their stewardship teams follows: Dear Phillips 66 Shareholders, Due to the unique nature of shareholder engagement in 2025 and our concerns with the agenda Elliott is pushing, this letter is written directly to the stewardship teams, proxy advisers and all shareholders who prioritize strong corporate governance. This letter is intended to highlight critical areas for consideration that uniquely pertain to corporate governance, independence and transparency. It is our strongly held view that two core tenets of best-in-class corporate governance are transparency and independence. Transparency allows shareholders to make informed decisions with full, complete and straight-forward information. Independence ensures that a Board is impartial, unbiased and objective in its pursuit of protecting the interests of all shareholders. We have been surprised and concerned by the actions taken by Elliott in pursuit of its campaign to break-up Phillips 66. These actions, in our view, reveal a concerning disregard for good corporate governance, raise important questions of independence and