Phillips 66 Counters Elliott's Claims in Proxy Filing

TL;DR

PSX pushing back hard against Elliott's narrative in new proxy filing, says they're misleading investors.

AI Summary

Phillips 66 filed a DEFA14A on May 9, 2025, to provide a statement of critical facts and clarity on topics where Elliott has sought to mislead investors. The company reiterates the strength of its business and aims to counter misinformation regarding its performance and strategy.

Why It Matters

This filing is important as it directly addresses potential investor confusion caused by activist investor Elliott Management, aiming to provide accurate information about Phillips 66's performance and strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates an ongoing dispute with an activist investor, which can introduce uncertainty and volatility for the company's stock.

Key Players & Entities

• Phillips 66 (company) — Registrant and subject of the filing
• Elliott (company) — Activist investor whose claims are being addressed
• 2331 CITYWEST BLVD. (location) — Phillips 66's business and mailing address
• HOUSTON (location) — City of Phillips 66's business and mailing address
• TX (location) — State of Phillips 66's business and mailing address
• 77042 (location) — ZIP code of Phillips 66's business and mailing address

FAQ

From the Filing

0001193125-25-116975.txt : 20250509 0001193125-25-116975.hdr.sgml : 20250509 20250509171355 ACCESSION NUMBER: 0001193125-25-116975 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20250509 DATE AS OF CHANGE: 20250509 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: 25931601 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 d939951ddefa14a.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 May 9, 2025, Phillips 66 issued the following press release. Phillips 66 Provides Statement of Critical Facts Provides Clarity on Important Topics where Elliott Has Sought to Mislead Investors Reiterates Strength of Company’s Transformative Strategy and the Valuable Skills of Phillips 66’s Board and Nominees in Contrast to Elliott’s Risky, Misleading Analysis and Conflicted Nominees Phillips 66 Urges Shareholders to Vote “FOR” ONLY Phillips 66’s Nominees on the WHITE Proxy Card HOUSTON, May 9, 2025 – Phillips 66 (NYSE:PSX) today provided investors with important information to make fully informed voting decisions at the Phillips 66 Annual Meeting on May 21, 2025. This overview is intended to ensure investors understand the facts on these critical topics as they assess how to cast their upcoming vote. Reliable, Long-Term Value Creation • Since Mark Lashier became President & CEO, Phillips 66 outperformed against relevant benchmarks, delivering total shareholder returns of 67% (compared to the S&P 500 Energy at 45%, and our Synthetic Proxy Peer Median 1 at 42%). 2 • In under 3 years, the Company returned over $14 billion to shareholders through share repurchases and dividends. We grew our dividend at a 15% CAGR since the spinoff 3 in 2012, and our annual dividend paid increased every year . • While the Board recognizes the reliable returns we have provided for our shareholders, we are never satisfied and continuously review our portfolio with a sharp focus on long-term value creation . Investors and analysts recognize the long-term potential inherent in the execution of our transformational strategy, which is in its early innings: “ PSX remains a Large Cap refining top pick. PSX ’ s management team is focused on delivering growth at attractive returns, and further diversification a nd improvements to refining uptime might combine to restore PSX’s premium positioning. We are Overweight rated. ” (Wells Fargo (4/25/2025)) 4 Effective Board Governance • Elliott helped to select Bob Pease and he has proven to be a constructive challenger in the boardroom. As Bob has directly stated, he supports the Board because it is actively work