Bartlesville Radio: The area’s best source for news, weather and sports!

HOUSTON--(BUSINESS WIRE)--Phillips 66 (NYSE:PSX) (the “Company”) today filed an investor presentation with the U.S. Securities and Exchange Commission in connection with its upcoming Annual Meeting of Shareholders on May 21, 2025.

In conjunction with the presentation, Phillips 66 published two new videos that showcase the skills and experiences the Company’s two new Board nominees, A. Nigel Hearne and Howard Ungerleider, would bring to the Board and how they would approach driving shareholder value as a potential Board member of Phillips 66.

The presentation and the videos are available at www.phillips66delivers.com.

Highlights of the investor presentation include:

Phillips 66’s proven strategy has driven, and will drive, outperformance for shareholders

• Since Mark Lashier became President and CEO in 2022, Phillips 66 has delivered total shareholder returns of 67%1, significantly outperforming the S&P 500 Energy Index by 45%1 and the Company’s synthetic proxy peer median2 by 42%1
• In under three years, Phillips 66 has taken significant action, including returning over $14 billion to shareholders through share repurchases and dividends, rationalization of Refining assets, $3.5 billion in non-core asset divestitures, and opportunistic Midstream expansion through the Pinnacle and EPIC NGL acquisitions3
• Reduced Refining Adjusted Controllable Costs from $6.98/bbl in 2022 to $5.90/bbl4 in 2024 with a clear plan in place to further reduce costs and achieve $5.50/bbl by 20275
• Phillips 66’s transformative strategy is in its early innings and has significant room to deliver further value. This proven strategy will continue to drive long-term competitiveness in Refining, grow the NGL value chain, maintain the Company’s advantaged position in Chemicals, optimize profitability across all assets, and deliver consistent, compelling returns
  • Phillips 66 has delivered Refining profitability on par with peers on a like-for-like basis, while outperforming them in overall Refining cost improvements since 2022 6. The Company remains focused on cost improvements with a focus on further enhancing market capture.
  • Compared to 2021, our projected Midstream Adjusted EBITDA (post EPIC NGL) has grown by $1.9 billion, driven by an incremental 18% Cash Return on Capital Invested7, with additional organic growth opportunities in the future
  • CPChem’s global scale and feedstock advantages result in a self-funding joint venture with stable, growing distributions that is constructing two world-scale projects coming online in late 2026

The Company’s integrated model creates consistent and compelling long-term value for shareholders

• Compared to the weighted proxy peer average, the Company’s integrated model delivers higher returns for shareholders and lower volatility across cycles
• Phillips 66’s integrated structure creates $500 million in annual operating synergies8, as the Midstream business ensures reliable supply and integrated logistics for refineries and CPChem, ultimately improving flow assurance, feedstock quality, blending efficiency, and market flexibility
• Since the spinoff in 2012, we have grown our dividend at a 15% CAGR.9 Our annual dividend paid has increased every year – a rare achievement in the energy sector, especially through economic and commodity cycles

Elliott, which has notable conflicts of interest, is attempting to mislead shareholders while pushing a short-sighted agenda that introduces undue risk and threatens to disrupt long-term shareholder returns

• Elliott has demonstrated a pattern of inconsistent engagement with the Company, including prolonged periods of no engagement followed by public presentations with new demands, not allowing the Board to interview its nominees and seeking to replace Bob Pease – a director who was appointed in mutual agreement with Elliott10
• Misleading shareholders has been a core focus of Elliott’s campaign – twisting quotes from management, describing their annual resignation proposal as voluntary despite the plain language of the proposal requiring resignation, mischaracterizing Phillips 66’s business and comparing our performance to peers who report their metrics differently
• Elliott’s proposals ignore action already taken by Phillips 66 to reduce Refining Adjusted Controllable Costs
• Elliott’s calls to separate the Midstream business and CPChem are not only misguided and risky, but are underpinned by speculative valuations, ignore potentially large tax leakages and are driven by comparisons to other situations that are not applicable to Phillips 66
• Elliott’s subsidiary, Amber Energy, is in pursuit of CITGO – a direct competitor of Phillips 66 in a core operational corridor – and is being led by the same portfolio managers who are driving its proxy campaign against Phillips 66 and actively trying to undermine our strategy. Elliott’s public solicitation materials do not clearly mention its pursuit of CITGO, or that multiple members of the Amber Energy leadership team have been directly involved in soliciting Phillips 66 shareholders

Phillips 66’s highly skilled and refreshed Board is a group of change agents with a track record of value creation, while Elliott’s nominees pose a risk to shareholder value

• Phillips 66’s Board composition is closely aligned with the Company’s strategy. Of our continuing Directors and our nominees, six have refining experience, five have chemicals experience and five have midstream experience. Nearly everyone has experience in business transformations, several have expertise in finance and a number are experts in supply chains11
• The Board consistently and rigorously evaluates the portfolio and other alternatives with a clear focus on maximizing long-term shareholder value – and remains prepared to take decisive action to achieve that goal
• Our Directors and nominees have overseen more than $300 billion in “breakup” or major divestiture transactions12 and consistently evaluate the portfolio for value-creating opportunities
• With five new directors appointed within the past four years, the Board has a strong track record of regular refreshment
• Compared to Phillips 66’s nominees, Elliott’s nominees bring less relevant expertise and have redundant backgrounds. They also have conflicts of interests and close ties to Elliott and Amber Energy, who are actively pursuing one of our direct competitors, CITGO
• Phillips 66’s nominees are significantly superior to Elliott’s in every category. Our nominees have experiences that are directly relevant to the Company’s strategy and have notably stronger track records of creating value at publicly traded companies when compared to Elliott’s nominees

Elliott has put forth illegal corporate governance demands, masked by misleading communications

• As you know, the Board is fully committed to declassifying in accordance with our governing documents such that each of our directors is up for election each year. Our last attempt to do so received approval from 73% of outstanding shares. We encourage shareholders to vote FOR management’s declassification proposal
• In contrast, Elliott is asking us to devise a “workaround” to declassify the Board in a de facto manner, without obtaining the required stockholder vote to do so. Our charter and by-laws do not give us that power. Put simply, if implemented, Elliott’s annual resignation proposal would contravene Delaware law, our company’s charter and by-laws and our Board’s fiduciary duties to shareholders. These facts are totally irreconcilable with Elliott's purported interest in good corporate governance. The SEC has a process for companies to be able to exclude 14a-8 shareholder proposals that are illegal to implement, but the manner Elliott chose to proceed with avoided that review as Elliott submitted a proposal and solicited on its own proxy card
• Elliott itself clearly realizes that an annual resignation requirement is not legal to implement, so Elliott keeps misleadingly suggesting that what it is asking for is simply voluntary. However, the plain text of Elliott’s proposal specifically asks the Board to adopt a policy requiring our directors to resign each year
• Implementing Elliott’s proposal would expose the Company to costly litigation and reputational risks and set a dangerous precedent for conveniently disregarding governing documents

Your Vote Matters

Phillips 66’s Board of Directors urges shareholders to use only the WHITE proxy card to vote:

• “FOR” all four of the candidates proposed by the Company and not Elliott’s four nominees;
• “FOR” management’s proposal to approve the declassification of the Board of Directors; and
• “AGAINST” Elliott’s proposal requiring annual director resignations, which implementing would violate Delaware law and put your Board at significant legal and reputational risk

The Board strongly recommends that shareholders safeguard their investment in Phillips 66 by casting their vote as soon as possible, regardless of plans to attend the Annual Meeting virtually on May 21, 2025.

Shareholders may receive materials from Elliott Management that say “gold proxy card” or “gold voting instructions” or similar. Phillips 66 recommends that shareholders DISCARD any Gold voting materials they may receive from Elliott. Shareholders may cancel out any vote made using a Gold proxy card by voting again TODAY using the Company’s WHITE proxy card. Only the latest-dated vote will count.