8-KOther EventsExhibits & Filings

Phillips 66 8-K Report, Corporate Update (Nov 8, 2013)

Filed November 8, 2013For Securities:PSX

Summary

Phillips 66 (PSX) filed an 8-K on November 7, 2013, primarily to disclose an amendment to its Key Employee Change in Control Severance Plan (CIC Severance Plan). The amendment, approved by the Human Resources and Compensation Committee on October 1, 2013, aims to ensure that equity awards granted under the company's long-term incentive plans are subject to a "double trigger" for severance benefits. This means that both a change in control event and a subsequent termination of employment would be required for eligible employees to receive severance related to their equity awards. The amendment will apply to future equity awards and is scheduled to become effective two years after its approval, on October 2, 2015. This change is designed to align the treatment of equity awards with the existing severance benefit eligibility requirements and provides greater clarity on how such awards will be handled in the event of a corporate transaction. Investors should note that this is a prospective change and does not impact currently vested equity awards.

Key Highlights

  • 1Phillips 66 amended its Key Employee Change in Control Severance Plan (CIC Severance Plan).
  • 2The amendment requires a "double trigger" for equity awards to qualify for severance benefits.
  • 3A "double trigger" means both a change in control and a subsequent termination of employment are required.
  • 4This amendment applies to future equity awards granted under long-term incentive plans.
  • 5The change was approved by the Human Resources and Compensation Committee on October 1, 2013.
  • 6The amendment becomes effective two years after approval, on October 2, 2015.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce an amendment to Phillips 66's Key Employee Change in Control Severance Plan (CIC Severance Plan). The amendment focuses on how equity awards will be treated in the event of a change in control.

A "double trigger" means that for an eligible employee to receive severance benefits related to their equity awards, two specific events must occur: first, a change in control of the company must happen, and second, the employee's employment must be terminated without "cause" (or they must resign for "good reason") following that change in control.

The amendment was approved on October 1, 2013, and will become effective two years later, on October 2, 2015. It will apply to future equity awards granted under Phillips 66's long-term incentive plans, not to awards already granted or vested prior to its effective date.

This amendment applies to future equity awards and will become effective in October 2015. Therefore, it does not retroactively change the terms of any equity awards already granted or vested before the effective date of the amendment.