1. Elliott nominated seven qualified candidates for PSX's Board of Directors. 2. Elliott proposes annual director elections to improve governance. 3. Elliott holds a 5.5% stake in Phillips 66. 4. The push for governance changes reflects stockholder dissatisfaction. 5. Past board proposals have received strong support but failed due to vote thresholds.
Elliott's nomination of experienced candidates signals a potential turnaround for PSX's management practices. Historical examples show that successful activist interventions often lead to improved stock performance.
The article addresses significant leadership changes and governance proposals, potentially impacting shareholder value and company strategy.
Changes in board composition and governance policies may take time to materialize into operational improvements. Previous instances, like those seen at other companies under Elliott's influence, indicate gradual but sustainable growth.
Full Materials Available at Streamline66.com
WEST PALM BEACH, Fla., March 4, 2025 /PRNewswire/ -- Elliott Investment Management L.P. ("Elliott"), which manages funds that together have an investment of more than $2.5 billion in Phillips 66 (NYSE: PSX) (the "Company" or "Phillips"), today announced seven independent, highly qualified candidates it has nominated (the "Candidates") to the Company's Board for election at the upcoming 2025 Annual Meeting of Shareholders (the "Annual Meeting").
In its February 11 materials, Elliott detailed its case for change at Phillips to allow the Company to realize its full potential and reverse its persistent underperformance versus peers. Elliott identified three initiatives that it believes are critical to real progress finally occurring at Phillips: portfolio simplification; an operating review; and enhanced oversight. The director nominees announced today will bring the right experience and objective perspectives to the Board as it executes the best path forward for the Company, including by bolstering accountability and improving oversight of management initiatives.
Elliott's slate of seven highly qualified individuals allows it to maintain flexibility given the Company's recent actions to change the composition of its Board. On February 18 Phillips announced that two sitting directors previously in the 2025 class, Gary Adams and Denise Ramos, would not stand for reelection at the Company's 2025 Annual Meeting, and that the size of the Board would be reduced from 14 to 12 directors after the Annual Meeting. However, the Company has not disclosed how many seats will now be up for election or who it will be nominating. Elliott's candidates were chosen through a comprehensive search process to identify professionals with complementary backgrounds and experience related to improving refining and midstream operations, evaluating complex strategic transactions and enhancing corporate governance. Prior to the filing of Elliott's definitive proxy materials, Elliott will identify the final slate of director candidates that will stand for election at the Annual Meeting.
Elliott's director nominees are as follows, with more detailed biographies appended to this release:
Today Elliott also filed its preliminary proxy statement with the Securities and Exchange Commission. Elliott has submitted a non-binding proposal aimed at introducing annual director elections for the Phillips Board through a corporate governance policy. Over five of the last nine years, the Company has put forward multiple proposals to declassify the Board – all of which received strong stockholder support (including 99% of the shares voted in 2023) but failed to achieve the 80% supermajority threshold of shares outstanding to allow for a Charter amendment.
Elliott's proposal requests that the Board adopt a corporate governance policy, under which each incumbent director would be required to commit to a one-year term at each annual meeting – making all Board seats open annually. The policy is a practical approach to enhance Board accountability to shareholders, align with governance best practices and respond to the recurring strong support from Phillips stockholders for annual director elections in response to an onerous supermajority voting requirement to amend the Company's Charter.
Former CEO of Motiva Enterprises and former SVP of Refining at Andeavor
Brian Coffman is an independent advisor focused on the energy, chemical and related industries. He previously served as the President, Chief Executive Officer and Executive Director of the board of Motiva Enterprises, one of North America's largest petroleum refiners. The company is wholly-owned by Saudi Arabian Oil Group and has long-term brand licenses with Phillips 66...
Former SVP and CFO of ConocoPhillips
Sigmund Cornelius was President and Chief Operating Officer of Freeport LNG until 2021 and remained President until retiring in 2023...
One of the founders and former President and COO of Targa Resources
Michael Heim has been Senior Operating Partner at Stonepeak Partners and an independent consultant to the energy industry since he retired in 2019...
Former EVP, Production, Drilling and Projects at ConocoPhillips
Alan Hirshberg is the President of VOR Advisors, a business consulting firm he founded in January 2019...
Former M&A and Capital Markets Partner at Vinson & Elkins, with significant focus on midstream transactions
Gillian Hobson is the Senior Vice President, Chief Legal Officer and Corporate Secretary of Group 1 Automotive...
Former Energy and Industrials Analyst at Citadel
Stacy Nieuwoudt has been a private investor since 2019...
Partner at Elliott Investment Management
John Pike is a Partner at Elliott Investment Management and is responsible for overseeing certain public and private equity investments...
For more information, please visit Streamline66.com.
Elliott Investment Management L.P., together with the other participants named herein (collectively, "Elliott"), has filed a preliminary proxy statement...
THE PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS...
About Elliott
Elliott Investment Management L.P. (together with its affiliates, "Elliott") manages approximately $69.7 billion of assets as of June 30, 2024...
Media Contact: Casey Friedman Elliott Investment Management L.P. (212) 478-1780 [email protected]
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SOURCE Elliott Investment Management L.P.