8-KShareholder Matters

Phillips 66 8-K Report, Shareholder Vote Results (May 13, 2022)

Filed May 13, 2022For Securities:PSX

Summary

Phillips 66 (PSX) filed an 8-K on May 13, 2022, detailing the results of its Annual Meeting of Shareholders held on May 11, 2022. The meeting saw significant shareholder participation, with over 481 million shares outstanding. Key outcomes included the re-election of all four director nominees for three-year terms, with substantial support across all nominees. Furthermore, shareholders provided advisory approval for the compensation of named executive officers and ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2022. The company's proposed 2022 Omnibus Stock and Performance Incentive Plan also received shareholder approval. However, two shareholder proposals, one concerning greenhouse gas emissions targets and another requesting a report on shifting to recycled polymers for single-use plastics, did not receive majority support.

Key Highlights

  • 1All four director nominees were elected to serve a three-year term, indicating strong confidence in the current board leadership.
  • 2Shareholders approved, on an advisory basis, the compensation of Phillips 66's named executive officers.
  • 3The appointment of Ernst & Young LLP as the independent auditor for fiscal year 2022 was ratified by shareholders.
  • 4The proposed 2022 Omnibus Stock and Performance Incentive Plan for Phillips 66 was approved by shareholders.
  • 5A shareholder proposal requesting specific greenhouse gas emissions targets was not approved.
  • 6A shareholder proposal related to reporting on recycled polymers for single-use plastics also failed to gain majority shareholder support.

Frequently Asked Questions

The meeting resulted in the re-election of all director nominees, advisory approval of executive compensation, ratification of the independent auditor (Ernst & Young LLP), and approval of the 2022 Omnibus Stock and Performance Incentive Plan. Two shareholder proposals concerning environmental matters were not approved.

All four director nominees received substantial 'For' votes, significantly outweighing 'Against', 'Abstentions', and 'Broker Non-Votes', indicating strong shareholder support for the current board.

No, both the proposal regarding greenhouse gas emissions targets and the proposal requesting a report on shifting to recycled polymers for single-use plastics did not receive majority shareholder approval.

Broker non-votes represent shares held by brokers for clients where the broker did not receive voting instructions. Abstentions are shares that are present for quorum but not voted for or against a proposal. For proposals 2 through 6, abstentions had the same practical effect as a vote against the proposal, as they were counted for quorum but not in favor.