Phillips 66 Responds to Elliott Management

TL;DR

PSX fires back at Elliott, saying they're dodging investor questions. Vote for our board!

AI Summary

Phillips 66 responded on May 5, 2025, to a letter from Elliott Management dated May 2, 2025. The company stated that Elliott failed to address key investor questions regarding its proposals. Phillips 66 is urging shareholders to vote for its slate of director nominees at the upcoming annual meeting.

Why It Matters

This filing indicates an ongoing proxy battle between Phillips 66 and activist investor Elliott Management, which could impact the company's strategic direction and board composition.

Risk Assessment

Risk Level: medium — The filing details a proxy contest with an activist investor, which can lead to uncertainty and potential changes in company strategy or governance.

Key Players & Entities

• Phillips 66 (company) — Registrant and subject of the filing
• Elliott Management (company) — Activist investor making proposals
• May 5, 2025 (date) — Date of Phillips 66's response
• May 2, 2025 (date) — Date of Elliott Management's letter
• NYSE: PSX (company) — Stock ticker for Phillips 66

FAQ

From the Filing

0001193125-25-112898.txt : 20250505 0001193125-25-112898.hdr.sgml : 20250505 20250505171735 ACCESSION NUMBER: 0001193125-25-112898 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 85 FILED AS OF DATE: 20250505 DATE AS OF CHANGE: 20250505 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: 25914143 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 d949493ddefa14a.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 May 5, 2025, Phillips 66 issued the following press release. Elliott Fails to Address Key Investor Questions HOUSTON, May 5, 2025 - Phillips 66 (NYSE: PSX) today responded to a May 2 letter released by Elliott Management. The Company has issued the following statement: In its letter, Elliott attempted to rebut a number of reasonable questions Phillips 66 raised in its April 24 letter to shareholders. Our letter encouraged shareholders to scrutinize the facts of this situation – namely, Elliott’s expectation of director loyalty, its conflicting competitive interests, its misleading disclosures and its preference for theatrics over transparency, strong corporate governance and good-faith engagement with Phillips 66. Elliott’s 5,886 word letter failed to substantively resolve the core issues we raised. Instead of addressing the facts of this particular situation, Elliott points to its history of engaging with other companies. We are not interested in Elliott’s history at other companies. We are focused on ensuring Phillips 66 shareholders have complete and transparent information to make informed decisions. We reiterate below where Elliott has left questions either unanswered or raised new issues: • What Real Director Independence Looks Like: Bob Pease. On March 28, Bob Pease wrote an open letter to shareholders recounting his experience in joining the Phillips 66 Board as a nominee supported by Elliott. Bob’s independence is a testament to our Board’s credibility. In his own words, Bob joined the Board with Elliott’s support and was “looking to challenge” the Board. This is what activist shareholders claim to want. Bob concluded the Board was asking the right questions, doing the work and prioritizing the interests of all shareholders. Elliott has claimed it is seeking to replace Bob because he allowed the Board to combine the Chairman and CEO role. Elliott has invested in several companies where the CEO and Chairman roles were combined without challenging this construct . Is this the sign of a shareholder who wants independent directors or directors loyal only to Elliott? Elliott also claims it offered a one-off conversation with Bo