8-KLeadership Changes

Phillips 66 8-K Report, Executive Changes (Oct 7, 2016)

Filed October 7, 2016For Securities:PSX

Summary

Phillips 66 (PSX) announced on October 6, 2016, the election of two new independent directors to its Board of Directors: Gary K. Adams and Denise L. Ramos. Both directors were elected for terms expiring at the 2019 Annual Meeting of Stockholders. These appointments are effective immediately and are intended to enhance the board's expertise, particularly in the chemicals, finance, and governance sectors. Mr. Adams brings extensive experience in the chemical industry, having held leadership roles at IHS Inc. and its predecessor CMAI, as well as early career experience at Union Carbide. His prior board experience includes Trecora Resources and formerly Phillips 66 Partners LP and Westlake Chemical Partners LP. Ms. Ramos has a strong financial background, having served as CEO and CFO of ITT Inc., CFO of Furniture Brands International, and in senior finance roles at Yum! Brands and ARCO. Her board experience includes Praxair, Inc. and she is involved with industry groups like the Business Roundtable. Both new directors will receive compensation according to the company's established non-employee director compensation plans.

Key Highlights

  • 1Phillips 66 elected Gary K. Adams and Denise L. Ramos as independent directors to its Board of Directors.
  • 2Both directors' terms will expire at the 2019 Annual Meeting of Stockholders.
  • 3Gary K. Adams has significant experience in the chemical industry and prior board roles with PSX-related entities.
  • 4Denise L. Ramos brings extensive financial expertise, including experience as CEO and CFO of ITT Inc.
  • 5The new directors will serve on various board committees, including Human Resources and Compensation, Public Policy, Audit and Finance, and Nominating and Governance.
  • 6The appointments are not the result of any arrangements with third parties, and no reportable related-party transactions exist.
  • 7Compensation for the new directors will follow the company's standard non-employee director compensation policies.

Frequently Asked Questions

Phillips 66 elected Gary K. Adams and Denise L. Ramos to enhance the Board's expertise, bringing significant industry and financial leadership experience to complement the existing board's capabilities.

Gary K. Adams has deep experience in the chemical industry, including leadership roles at IHS Inc. and CMAI. Denise L. Ramos possesses extensive financial expertise, having served as CEO and CFO of ITT Inc. and holding various senior finance positions at other major corporations.

No, Mr. Adams and Ms. Ramos will receive compensation in accordance with Phillips 66's existing plans and programs for non-employee directors, as detailed in the company's proxy statement.

The filing explicitly states that neither Mr. Adams nor Ms. Ramos was appointed pursuant to any arrangement with other persons, and there are no transactions reportable under Item 404(a) of Regulation S-K, indicating no disclosed related-party transactions or conflicts of interest at the time of their appointment.