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Phillips 66’s Board of Directors is fighting back after activist investor Elliot Management announced its intention to nominate seven members to the board.

In a Wednesday letter to shareholders, Phillips 66 Chairman/CEO Mark Lashier said the company is committed to maximizing value through operational excellence and disciplined capital allocation, and also said Elliot has shown “no genuine interest in engagement.”

Elliot Management has advocated for the sale or spin-off of Phillips 66’s midstream business line from the refining sector, which would effectively cut the company’s existing assets and employee base.

In the letter to shareholders, Lashier says the Board of Directors intends interview Elliot’s nominees and find a “constructive path forward.”

Phillips 66 says the board intends to “declassify the Board” at the 2025 Annual Meeting. Declassification would mean electing all board members at once, rather than staggered elections where only one class of the board would be offered for election.

Phillips 66 has declassified elections to the board of directors five times in the past decade.

CLICK HERE TO READ THE LETTER TO INVESTORS