Phillips 66 Disputes Proxy Advisor Recommendations

TL;DR

PSX is pushing back hard against ISS & Glass Lewis, saying their advice misses the point.

AI Summary

Phillips 66 filed a DEFA14A on May 13, 2025, in response to proxy advisor reports from Glass Lewis and ISS. The company disagrees with the recommendations made by these advisors, stating they failed to address critical issues relevant to the company's performance and shareholder interests.

Why It Matters

This filing indicates a disagreement between Phillips 66 and influential proxy advisory firms, which could impact shareholder voting decisions on key company proposals.

Risk Assessment

Risk Level: medium — Disagreements with proxy advisors can signal governance concerns and potentially influence shareholder votes, creating uncertainty.

Key Players & Entities

• Phillips 66 (company) — Registrant and subject of the filing
• Glass Lewis (company) — Proxy advisory firm whose recommendations are disputed
• ISS (company) — Proxy advisory firm whose recommendations are disputed
• May 13, 2025 (date) — Date of the press release and filing

FAQ

From the Filing

0001193125-25-118924.txt : 20250513 0001193125-25-118924.hdr.sgml : 20250513 20250513170738 ACCESSION NUMBER: 0001193125-25-118924 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20250513 DATE AS OF CHANGE: 20250513 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: 25941268 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 d859794ddefa14a.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 13, 2025, Phillips 66 issued the following press release. Phillips 66 Issues Statement Following Glass Lewis and ISS Reports Disagrees with ISS’ and Glass Lewis’ Recommendations which Failed to Address Critical Issues Reiterates The Strength Of Phillips 66’s Highly Qualified Board And Nominees HOUSTON, May 13, 2025 - Phillips 66 (NYSE: PSX) today announced that it strongly disagrees with the recommendations issued by Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”). “We disagree with the recommendations issued by ISS and Glass Lewis,” said the Phillips 66 Independent Directors. “We remain committed to engaging with and listening to our shareholders on the issues in this campaign.” The Company notes the following issues and omissions in the reports’ analyses that remain critical factors for shareholders to consider: • Elliott’s break-up thesis not examined : The reports did not opine on the merits of Elliott’s thesis to break up Phillips 66, which is the primary objective of Elliott’s campaign. In fact, ISS stated clearly that its report “is not an endorsement of a Midstream and/or Chemicals separation.” Supporting Elliott’s directors implicitly supports this risky path and overrides the judgment of Phillips 66’s highly qualified Board. Our Board continually evaluates the portfolio to maximize shareholder value and currently believes that the integrated model is the best path to shareholder value creation. As we always have, we remain committed to regularly and aggressively assessing these options going forward. • Concerning assessment of director independence : By recommending against Robert Pease, the reports establish a concerning precedent on evaluating director independence. ○ The reports suggest a director selected and vetted by a shareholder can be determined to lack independence after one month on the board and one vote. The single vote was for a combined CEO and Chair, a policy that is in place at 44% of S&P 500 companies. 1 ○ This analysis disregards the fact that Mr. Pease’s vote represented his professional judgment as a 30-year corp