UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Phillips 66 (the “Company”) held its Annual Meeting of Shareholders on May 10, 2023 (the “Annual Meeting”). There were 460,912,786 shares of common stock outstanding and entitled to vote as of March 15, 2023, the record date for the Annual Meeting. The results of the matters submitted to a vote of the shareholders at the Annual Meeting are set forth below.
| 1. | Election of five Class II director nominees. |
The shareholders elected Gregory J. Hayes, Charles M. Holley, Denise R. Singleton, Glenn F. Tilton and Marna C. Whittington as Class II directors, each to serve for a three-year term that expires at the annual meeting of shareholders held in 2026 or until such director’s successor has been duly elected or appointed and qualified, or until their earlier resignation or removal, by the following votes:
| Voted For |
Voted Against |
Abstentions | Broker Non-Votes |
|||||||||||||
| Gregory J. Hayes |
331,108,189 | 9,471,360 | 1,146,720 | 60,928,155 | ||||||||||||
| Charles M. Holley |
322,249,633 | 18,290,977 | 1,185,659 | 60,928,155 | ||||||||||||
| Denise R. Singleton |
305,321,151 | 35,166,091 | 1,239,027 | 60,928,155 | ||||||||||||
| Glenn F. Tilton |
304,013,931 | 36,566,607 | 1,145,731 | 60,928,155 | ||||||||||||
| Marna C. Whittington |
313,321,742 | 27,311,783 | 1,092,744 | 60,928,155 | ||||||||||||
| 2. | Proposal to approve the declassification of the Board of Directors. |
The management proposal to amend the Company’s Certificate of Incorporation and By-Laws to declassify the Board of Directors did not receive the affirmative vote of the holders of 80% of the outstanding shares of common stock entitled to vote. The proposal was not approved based on the following votes:
| Voted For |
Voted Against |
Abstentions |
Broker Non-Votes | |||
| 336,833,854 | 3,420,126 | 1,472,289 | 60,928,155 |
| 3. | Proposal to approve, on an advisory basis, executive compensation. |
The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, by the following votes:
| Voted For |
Voted Against |
Abstentions |
Broker Non-Votes | |||
| 313,739,607 | 25,436,126 | 2,550,536 | 60,928,155 |
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| 4. | Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm. |
The shareholders approved the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023, by the following votes:
| Voted For |
Voted Against |
Abstentions | ||
| 396,862,629 | 4,827,512 | 964,283 |
| 5. | Shareholder proposal requesting an audited report on the impact to the chemicals business under the System Change Scenario. |
The shareholder proposal requesting an audited report on the impact to the chemicals business under the System Change Scenario was not approved, based on the following votes:
| Voted For |
Voted Against |
Abstentions |
Broker Non-Votes | |||
| 39,705,355 | 297,981,086 | 4,039,828 | 60,928,155 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Phillips 66 | ||||||
| Dated: May 12, 2023 | By: | /s/ Vanessa Allen Sutherland | ||||
| Vanessa Allen Sutherland Executive Vice President | ||||||
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