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Phillips 66 (PSX) Faces Elliott’s Push for Board Overhaul Amid Governance Failures and Refining Underperformance

Summary

The Elliott addendum (May 2, 2025) intensifies its proxy fight with Phillips 66. Elliott rebuts management’s claims about conflicts, independence, and governance legality, arguing the board is entrenched, overly deferential to CEO/Chairman Mark Lashier, and hostile to shareholder input. It accuses Phillips 66 of misleading investors with governance maneuvers, broken promises on board refreshment, and attacks on respected energy executive Greg Goff, who invested $10M personally and supports Elliott’s plan. Elliott highlights years of underperformance driven by poor refining operations, misallocated midstream investments, and a conglomerate structure that depresses valuation. It calls for board-level change through the election of its four nominees—Brian Coffman, Sigmund Cornelius, Michael Heim, and Stacy Nieuwoudt—to restore governance credibility, refocus on refining, and consider midstream separation or sales to unlock $40–$50B in value. The presentation urges shareholders to vote the GOLD card for real accountability and performance improvement.

Company Name: Phillips 66
Symbol: PSX
Filing Date: May-02-2025
Filer Name: Elliott Investment Management L.P.

Source:

https://www.sec.gov/Archives/edgar/data/1534701/000092189525001262/ex991todfan10168303_050225.pdf

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