Elliott Sends Letter to Shareholders and Mails Definitive Proxy Materials Outlining Why Board Change is Needed at Phillips 66
Elliott Investment Management, holding over $2.5B in Phillips 66 (PSX), has sent a letter to shareholders and filed proxy materials ahead of the May 21, 2025 Annual Meeting. Elliott highlights PSX's significant underperformance, noting the stock has lagged behind Valero Energy and Marathon Petroleum by -138% and -188% respectively over the past decade.
Elliott proposes a three-part 'Streamline 66' plan targeting a potential stock price increase to $200+ per share through: portfolio simplification, refinery operations review, and enhanced board oversight. The firm has nominated four independent directors: Sigmund Cornelius, Michael Heim, Brian Coffman, and Stacy Nieuwoudt.
The plan includes selling or spinning off the midstream business (valued at $40B+), divesting European retail operations and CPChem joint venture, and improving refining operations efficiency. Elliott criticizes current management's missed targets and resistance to change, highlighting failed attempts at constructive engagement with the board.
Elliott Investment Management, che detiene oltre 2,5 miliardi di dollari in Phillips 66 (PSX), ha inviato una lettera agli azionisti e ha presentato materiali di delega in vista dell'Assemblea Annuale del 21 maggio 2025. Elliott sottolinea il significativo sottoperformance di PSX, notando che il titolo ha registrato un ritardo rispetto a Valero Energy e Marathon Petroleum del -138% e -188% rispettivamente nell'ultimo decennio.
Elliott propone un piano in tre parti denominato 'Streamline 66' che mira a un potenziale aumento del prezzo delle azioni a oltre 200 dollari per azione attraverso: semplificazione del portafoglio, revisione delle operazioni di raffineria e un miglioramento della supervisione del consiglio. L'azienda ha nominato quattro direttori indipendenti: Sigmund Cornelius, Michael Heim, Brian Coffman e Stacy Nieuwoudt.
Il piano include la vendita o la scissione del business midstream (valutato oltre 40 miliardi di dollari), la dismissione delle operazioni di vendita al dettaglio in Europa e della joint venture CPChem, e il miglioramento dell'efficienza delle operazioni di raffinazione. Elliott critica gli obiettivi mancati della attuale gestione e la resistenza al cambiamento, evidenziando i tentativi falliti di coinvolgimento costruttivo con il consiglio.
Elliott Investment Management, que posee más de 2.5 mil millones de dólares en Phillips 66 (PSX), ha enviado una carta a los accionistas y ha presentado materiales de poder en preparación para la Junta Anual del 21 de mayo de 2025. Elliott destaca el significativo bajo rendimiento de PSX, señalando que la acción ha quedado rezagada frente a Valero Energy y Marathon Petroleum en un -138% y -188% respectivamente durante la última década.
Elliott propone un plan de tres partes denominado 'Streamline 66' que tiene como objetivo un posible aumento del precio de las acciones a más de 200 dólares por acción a través de: simplificación de la cartera, revisión de las operaciones de refinación y una mayor supervisión del consejo. La firma ha nominado a cuatro directores independientes: Sigmund Cornelius, Michael Heim, Brian Coffman y Stacy Nieuwoudt.
El plan incluye la venta o escisión del negocio midstream (valorado en más de 40 mil millones de dólares), la desinversión de las operaciones minoristas en Europa y la joint venture CPChem, y la mejora de la eficiencia de las operaciones de refinación. Elliott critica los objetivos no alcanzados de la actual gestión y la resistencia al cambio, destacando los intentos fallidos de compromiso constructivo con el consejo.
엘리엇 투자 관리는 필립스 66 (PSX)에 25억 달러 이상을 보유하고 있으며, 2025년 5월 21일 연례 회의를 앞두고 주주에게 서한을 보내고 위임장 자료를 제출했습니다. 엘리엇은 PSX의 상당한 저조한 성과를 강조하며, 지난 10년 동안 주가가 발레로 에너지와 마라톤 석유보다 각각 -138% 및 -188% 뒤처졌다고 언급했습니다.
엘리엇은 '스트림라인 66'라는 세 부분으로 구성된 계획을 제안하며, 포트폴리오 단순화, 정유 공정 검토, 이사회의 감독 강화를 통해 주가를 주당 200달러 이상으로 끌어올릴 가능성을 목표로 하고 있습니다. 이 회사는 시그문드 코넬리우스, 마이클 하임, 브라이언 코프만, 스테이시 뉴우드트라는 네 명의 독립 이사를 지명했습니다.
이 계획에는 400억 달러 이상의 가치가 있는 중간 유통 사업의 매각 또는 분사, 유럽 소매 운영 및 CPChem 합작 투자 매각, 정유 운영 효율성 향상이 포함됩니다. 엘리엇은 현재 경영진의 목표 미달과 변화에 대한 저항을 비판하며, 이사회와의 건설적인 참여 시도가 실패했다고 강조합니다.
Elliott Investment Management, détenant plus de 2,5 milliards de dollars en Phillips 66 (PSX), a envoyé une lettre aux actionnaires et déposé des documents de procuration en vue de l'Assemblée Annuelle du 21 mai 2025. Elliott souligne la sous-performance significative de PSX, notant que l'action a accusé un retard par rapport à Valero Energy et Marathon Petroleum de -138% et -188% respectivement au cours de la dernière décennie.
Elliott propose un plan en trois parties intitulé 'Streamline 66' visant à augmenter potentiellement le prix de l'action à plus de 200 dollars par action grâce à : la simplification du portefeuille, la révision des opérations de raffinage et un meilleur contrôle du conseil. La société a nommé quatre administrateurs indépendants : Sigmund Cornelius, Michael Heim, Brian Coffman et Stacy Nieuwoudt.
Le plan inclut la vente ou la scission de l'activité midstream (évaluée à plus de 40 milliards de dollars), la cession des opérations de vente au détail en Europe et de la coentreprise CPChem, ainsi que l'amélioration de l'efficacité des opérations de raffinage. Elliott critique les objectifs non atteints de la direction actuelle et la résistance au changement, mettant en avant les tentatives infructueuses d'engagement constructif avec le conseil.
Elliott Investment Management, das über 2,5 Milliarden Dollar in Phillips 66 (PSX) hält, hat einen Brief an die Aktionäre gesendet und Unterlagen zur Vollmacht eingereicht, um sich auf die Hauptversammlung am 21. Mai 2025 vorzubereiten. Elliott hebt die signifikante Unterperformance von PSX hervor und stellt fest, dass die Aktie in den letzten zehn Jahren mit -138% und -188% hinter Valero Energy und Marathon Petroleum zurückgeblieben ist.
Elliott schlägt einen dreiteiligen 'Streamline 66'-Plan vor, der darauf abzielt, den Aktienkurs auf über 200 Dollar pro Aktie zu steigern, durch: Portfoliobereinigung, Überprüfung der Raffineriebetriebe und verbesserte Aufsicht des Vorstands. Die Firma hat vier unabhängige Direktoren nominiert: Sigmund Cornelius, Michael Heim, Brian Coffman und Stacy Nieuwoudt.
Der Plan umfasst den Verkauf oder die Abspaltung des Midstream-Geschäfts (bewertet auf über 40 Milliarden Dollar), die Veräußerung der europäischen Einzelhandelsaktivitäten und des CPChem-Joint Ventures sowie die Verbesserung der Effizienz der Raffineriebetriebe. Elliott kritisiert die verfehlten Ziele des aktuellen Managements und den Widerstand gegen Veränderungen und hebt gescheiterte Versuche eines konstruktiven Engagements mit dem Vorstand hervor.
- Elliott's significant $2.5B investment shows confidence in potential value creation
- Proposed plan could increase stock price to $200+ per share
- Midstream business valued at over $40B represents significant unlocked value
- Nominated directors bring extensive industry and operational experience
- Stock underperformed competitors Valero (-138%) and Marathon (-188%) over past decade
- Management consistently missing operational and financial targets
- High operating expenses per barrel indicating inefficient refining operations
- Poor corporate governance with failed board de-staggering attempts
- Management's resistance to implement necessary changes and improvements
Insights
Elliott's activist campaign against Phillips 66 represents a classic proxy contest focused on board refreshment and strategic restructuring. The activist's $2.5 billion position gives them significant credibility and standing in this challenge.
What's particularly notable is Elliott's systematic approach - they first attempted collaboration for 18 months before launching this proxy fight, a pattern that often resonates with institutional shareholders. Their critique of Phillips 66's staggered board structure and the combination of CEO/Chairman roles under Mark Lashier highlights legitimate governance concerns that institutional proxy advisors typically flag.
Elliott's slate of nominees brings substantial relevant experience from both ConocoPhillips and competitor refiners, strategically positioning them as qualified oversight candidates. The proposal to simplify Phillips' conglomerate structure mirrors successful activist campaigns at other energy companies, most notably the Marathon Petroleum restructuring that Elliott references.
The relative -138% and -188% underperformance versus Valero and Marathon provides Elliott with compelling evidence of leadership failure. Phillips' apparent reneging on commitments to add board members further strengthens Elliott's case regarding entrenchment concerns.
For shareholders, this campaign creates a clear governance decision: maintain status quo leadership that has delivered significant underperformance, or support new directors focused on portfolio simplification and enhanced accountability. Elliott's track record of successful energy sector interventions, particularly at Marathon, adds credibility to their strategic proposals and potential ability to drive meaningful change at Phillips 66.
Elliott's proposed "Streamline 66" plan directly addresses the fundamental issues hampering Phillips 66's competitiveness in the refining sector. Their assessment of Phillips' high operating expenses per barrel compared to peers identifies a critical performance gap that has contributed to the company's substantial underperformance.
The proposal to divest the midstream business (valued at $40+ billion), European retail operations, and the CPChem joint venture would transform Phillips 66 into a focused refining entity - similar to the successful restructuring at Marathon Petroleum. This simplification strategy has proven effective across the energy sector, allowing management teams to concentrate on operational excellence rather than juggling disparate business segments.
Elliott's director slate includes executives with substantial refining expertise, particularly Brian Coffman, who operated many of Phillips' current refining assets during his time at ConocoPhillips. This operational knowledge could prove valuable in addressing the efficiency gaps that have emerged.
The proposal presents Phillips 66 with a clear strategic choice: continue as a diversified energy conglomerate with demonstrated underperformance, or transform into a leaner, more focused refining operation with potential for significant operational improvements. Elliott's successful campaign at Marathon, which yielded ~150% relative outperformance, provides a compelling case study for the potential upside.
While the projected $200+ share price represents an ambitious target (nearly double the current $107.18), the valuation gap between Phillips 66 and best-in-class peers suggests substantial unrealized value that could be unlocked through the proposed strategic and operational improvements.
Highlights Plan to Improve Performance, Strengthen Accountability and Increase Shareholder Value
Identifies Slate of Four Highly Qualified Independent Director Candidates with Decades of Experience in Refining, Midstream Operations and Corporate Governance
More Information at Streamline66.com
In its materials, Elliott detailed the degree to which Phillips' operating performance has consistently trailed its industry peers. Notably, over the past decade, Phillips shares have underperformed Valero Energy and Marathon Petroleum, by -
In addition, Elliott discussed why its three-part "Streamline 66" plan – which Elliott believes has the potential to increase Phillips' stock price to more than
Elliott also disclosed its four highly qualified director nominees, who would add urgently needed experience and valuable new perspectives to the Board:
- Sigmund Cornelius served as CFO at the predecessor company of Phillips, ConocoPhillips, where he oversaw a substantial divestiture and simplification program that led to a material increase in shareholder value. He later served as President of Freeport LNG Development, as well as a director at Andeavor and Western Refining.
- Michael Heim has a long record of leadership in the industry as a founder of Targa Resources, one of the most successful Permian-focused midstream operators, and as a member of multiple boards and a respected consultant.
- Brian Coffman is a seasoned operator who spent much of his career running Phillips' current refining assets while they were part of ConocoPhillips. After three decades at ConocoPhillips, he became the executive in charge of refining for Andeavor, leading the operations of ten refineries throughout
the United States , as well as the President and CEO of Motiva, one ofNorth America's largest refiners. - Stacy Nieuwoudt would bring an investor's eye to Phillips' challenges, having spent her career as a senior energy and industrials analyst at Citadel. She has also served on the boards of multiple publicly traded energy companies.
In addition, Elliott encouraged Phillips' shareholders to support a proposal calling for all directors to commit to a one-year term and stand for election at each Annual Meeting – a policy that would make all directors accountable to shareholders, every year. Currently, only a portion of Phillips Board seats are up for election each year, and while proposals to address this governance defect have received near-unanimous support at past Phillips Annual Meetings, those proposals have never passed due to the onerous requirement that
"The Company is asking shareholders to try the same approach to de-staggering that has repeatedly failed before – fully aware that its supermajority voting requirement makes failing again a near certainty," Elliott wrote. By contrast, the proposal that Elliott has put forward would require "only that all Phillips 66 directors have the courage to be accountable to shareholders on an annual basis, as is the case at nearly
"Making this company the best it can be – with a focus on core strengths and operational discipline, overseen by an adept and energetic Board – offers the possibility of a stronger, more valuable Phillips 66 for all of its investors," the letter concluded.
For more information, including how to vote on Elliott's GOLD proxy card, please visit Streamline66.com.
The full text of the letter follows:
April 3, 2025
Dear Fellow Phillips 66 Shareholder:
We are writing to you as fellow investors in Phillips 66 (NYSE: PSX) (the "Company"), an energy conglomerate that is falling well short of its potential and is in urgent need of a new direction.
We believe that with resolute and decisive action, Phillips 66 is primed to deliver far greater returns for its shareholders than it has over the past decade. The purpose of this letter is to seek your support for an upgraded Board of Directors that is committed to achieving the performance that shareholders demand and deserve. Your vote on the enclosed Gold Card will set in motion a clear plan to improve Phillips 66's operating performance, strengthen Board accountability and increase the value of your investment.
We at Elliott Investment Management L.P. (together with its affiliates, "Elliott") manage funds that hold a stake of more than
Unfortunately, Phillips 66's current leaders have shown a frustrating unwillingness to prioritize shareholder value. They have resisted proposals to improve accountability, and they have declined to fully implement the changes necessary to recover from their long-term underperformance. Instead, Phillips 66 has deployed self-interested and counterproductive defensive maneuvers that serve only to entrench current leadership, while continuing to miss targets and generate disappointing results.
A comparison of Phillips 66's performance to that of its industry peers shows just how far the Company has fallen behind. Consider that over the past decade, Phillips 66 shares have managed to underperform Valero Energy ("Valero") and Marathon Petroleum ("Marathon"), its closest peers, by -
See "Phillips 66 Cumulative Total Return vs. Valero and Marathon"
That is no accident: Unlike at Phillips 66, shareholder-focused boards and management teams at those companies have recognized the need for improvement, welcomed investor advice and responded with decisive changes.
Take Marathon, in which Elliott has been a significant and engaged investor. Marathon has excelled since its board carried out a series of crucial changes that we recommended, resulting in a ~
See "Marathon Petroleum Total Shareholder Return vs. Peers"
When we engaged with Marathon in 2019, the company had challenges comparable to those now facing Phillips 66. We helped Marathon address these issues with plans for stronger governance, strategic divestitures and improved operations under new leadership. Marathon soon re-emerged as a standard-setter in the industry – after years of being viewed as a laggard versus best-in-class peer Valero – with results that speak for themselves. Marathon took decisive action and was able to deliver comparable or better profitability per barrel, impressing investors and delivering a stock price that greatly outperformed peers.
Today, the same kind of turnaround and superlative stock returns are entirely within reach of every Phillips 66 shareholder. In fact, Elliott's experience with Marathon, and our many other productive engagements with companies in similar situations, make us confident that these steps could lift Phillips 66 shares to
We view Phillips 66 as positioned to achieve a breakthrough opportunity – but only if it has a leadership team willing and able to turn that potential into the industry's next big success story.
The "Streamline 66" Plan Could Boost Phillips 66's Shares to
Our three-part "Streamline 66" plan starts with simplifying the portfolio to address Phillips 66's inefficient conglomerate structure and unlock trapped value not reflected in the stock price today.
See "Phillips 66 Unaffected Stock Price vs. 'Streamline 66' Plan"
As currently organized, the Company has refining, midstream, chemicals and other businesses under one roof. These are all high-quality assets, but combining them limits their potential by denying each a focused management team, targeted capital investment and a fully engaged investor base. The aggregation of these disparate businesses into a conglomerate structure has hindered the Company's performance and weighed down its stock. For Phillips 66 to make the most of its portfolio's strengths and deliver sustainable returns for its shareholders, it should take the following steps:
- The Company's midstream business, which we believe could command a valuation of more than
, should be sold or spun off.5 Its retail operations in$40 billion Europe , along with its interest in CPChem, a joint venture with Chevron, should also be sold. A divestiture of non-core assets would create a substantial capital return opportunity for Phillips 66 shareholders, while also allowing the management team to concentrate on restoring its lagging refining operations. - A greater focus on refining is essential at Phillips 66, given recent operating performance that has badly trailed peers. The Company's underperformance in this area has stood out for its unusually high operating expenses per barrel, a key industry metric that quantifies the efficiency of refining operations. Management should conduct a thorough review of the Company's refining operations, with a view to greater cost discipline and higher profitability per barrel. Phillips 66 was once known as a top-tier operator with superb assets and a highly competitive position in the refining industry. Unfortunately, it has now lost this place of leadership in the market. Phillips 66 should commit to ambitious refining targets that reflect best-in-class performance and develop a credible path to achieving them.
- Enhanced oversight is also essential to a turnaround. After years of missed targets, management has lost the trust of Phillips 66's investors, leading to the stock's underperformance. For years, the Company has set operating and financial targets and then missed them, while claiming success. Investors no longer trust management and believe the Board has failed to hold management accountable for missed targets. The Company clearly needs stronger oversight to keep management on course. We believe that only by adding new independent directors can the Board deliver the accountability needed to oversee Phillips 66 management today and as the Company moves to execute on the first two steps of this plan.
At Phillips 66, Patience Has Been Punished
Eighteen months ago, we were willing to give the Company and its leaders a fair chance to restore Phillips 66 to best-in-class performance. We patiently supported them in their effort to do so. Unfortunately for investors, patience has been punished.
In the fall of 2023, we published a letter expressing our desire to work constructively with Phillips 66's current management team, provided that it made significant progress toward the Company's ambitious new targets. Our ask – a reasonable one – was that Phillips 66 add two new individuals with refining experience to its Board.
The rationale was that, after years of deteriorating execution, investors needed reassurance that there would be proper accountability and oversight of management – which, by its own admission, had taken its "eye off the ball" with respect to the Company's core refining business.8 We also wrote that if Phillips 66 failed to show material progress to hit its targets, then we believed the Company should take an alternative path and embark on a transformation similar to the one undertaken by Marathon following our engagement there in 2019.
After initially agreeing to work with us to add two new directors to its Board, Phillips 66 reneged on that commitment. Instead, Phillips 66 added only one new director – Robert "Bob" Pease – after passing over a number of other highly qualified candidates whom we submitted for consideration.
We supported Mr. Pease's appointment to the Board, in part because we were encouraged by his outlook on corporate governance. For example, during the interview process with us, Mr. Pease shared the very clear view that having a CEO also serve as Board Chair was detrimental to a company in need of change.
Yet, just one month after Mr. Pease joined the Board, he apparently voted to appoint CEO Mark Lashier to the position of Chairman as well – contrary to governance best practices and to the view he shared with us.
Allowing Mr. Lashier to consolidate control over the Company's governance has hindered our ability to work constructively with Phillips 66 to improve the Company's performance. Following Mr. Lashier's appointment as Chairman, Phillips 66 failed to add a second director to its Board as promised – and not for a lack of effort on our part. Over the course of 2024, we provided management with the names of 10 strong independent candidates, including five former CEOs of prominent energy companies. Stubbornly, Phillips 66 refused to add any of these highly qualified individuals to the Company's Board.
Nonetheless, we were patient – we gave management space as it tried to improve operations for more than a year. Finally, after a year of waiting and seeing no demonstrable progress, we concluded that Phillips 66 needed fundamental change – a significant Board refresh and a new plan to unlock the value trapped in the Company. We renewed our calls for change at Phillips 66 in February, while privately signaling to the Company our continued willingness to work constructively with the Board on the necessary changes.
In response, the Company stalled any in-person engagement with us for three weeks and refused to make any independent directors available for a meeting. Indeed, all of our attempts to engage with the Company's independent directors – including direct outreach to Mr. Pease – have been turned away. Phillips 66 has insisted that we speak only with Mr. Lashier, his management team and his paid advisors, despite their unwillingness to consider meaningful change and their persistence in defending a status quo that is failing Phillips 66 shareholders. This sort of "engagement" is cosmetic, not substantive – and shareholders deserve the latter.
Most troubling of all, the Company's leaders have claimed "success" on their turnaround efforts, despite falling woefully short of their stated goals. And to excuse the fact that this "success" has not been reflected in the Company's languishing stock price, Mr. Lashier has reportedly been denigrating the value of Phillips 66's enviable assets and competitive positioning – telling investors and analysts that their stock price is already "fairly valued" – a position that startled even seasoned industry analysts.6
At this point, it has become clear that sweeping changes are needed – changes to the Company's structure, its operations and its Board.
While Phillips 66's complacency has been frustrating to us and many other shareholders, the good news is that we all have a say in our Company's future. The answer, we believe, is for the shareholders of Phillips 66 to make ourselves heard at the upcoming Annual Meeting by electing new members to the Board of Directors who are committed to productive change. We can send a message to Phillips 66 that we support bold actions to address our Company's unrelenting underperformance. And we can endorse governance improvements to ensure that our Company's leaders are accountable to shareholders in the future. As owners of Phillips 66, you should demand nothing less.
As Fellow Phillips 66 Shareholders, We Need Your Help
We're not alone in our desire for bold change at Phillips 66: Since we first presented the "Streamline 66" plan on February 11, we have heard from many other experienced and sophisticated shareholders who share our frustrations and support the same path forward. Enacting this ambitious plan requires action from every shareholder ahead of the Company's 2025 Annual Meeting in May. We strongly encourage you to vote on the Gold Card for Elliott's outstanding slate of director nominees and for the governance enhancements we have proposed.
Phillips 66's response to our case for change – alternately misrepresenting our critiques and overstating its own performance – has only added to the impression that a fresh lineup on the Board is in order. For starters, the Board of the third-largest independent refiner in the
By contrast, the director candidates we support would add urgently needed experience and valuable new perspectives:
- Sigmund Cornelius served as CFO at the predecessor company of Phillips 66, ConocoPhillips, where he oversaw a substantial divestiture and simplification program that led to a material increase in shareholder value. He later served as president of Freeport LNG Development, as well as a director at Andeavor and Western Refining.
- Michael Heim has a long record of leadership in the industry as a founder of Targa Resources, one of the most successful Permian-focused midstream operators, and as a member of multiple boards and a respected consultant.
- Brian Coffman is a seasoned operator who spent much of his career running Phillips 66's current refining assets while they were part of ConocoPhillips. After three decades at ConocoPhillips, he became the executive in charge of refining for Andeavor, leading the operations of ten refineries throughout
the United States , as well as the President and CEO of Motiva, one ofNorth America's largest refiners. - Stacy Nieuwoudt would bring an investor's eye to Phillips 66's challenges, having spent her career as a senior energy and industrials analyst at Citadel. She has also served on the boards of multiple publicly traded energy companies.
As directors, these nominees will bring experience, independence, relevant insight, judgment and objectivity to a boardroom that has clearly been lacking these strengths. Shareholders will know that the Board of Phillips 66 is fully equipped to keep management on mission and to hold that team accountable for results.
Just as important, a board that upholds accountability should itself be accountable. Elliott is proposing a key improvement to Phillips 66's corporate governance: annual elections for all Board seats, rather than the current arrangement of a staggered Board with only a portion of seats up for election each year.
Staggered boards are not in the interest of shareholders, because they limit accountability and can enable entrenchment. Proposals to address this defect have been presented at past Phillips 66 Annual Meetings and have consistently received near-unanimous support among those shareholders who have voted. However, these measures have never passed, because amendments to the Company's charter must be supported by
To overcome this obstacle, we have proposed a straightforward way for the Board to promote the annual election of all directors: a non-binding proposal calling for each director to commit to a one-year term and stand for election at each Annual Meeting. This policy reflects standard best practice in corporate governance, and it is what the vast majority of Phillips 66 shareholders want – as evidenced by the
Incredibly, Phillips 66's leaders have come out against this proposal, arguing that this measure could potentially conflict with the Company's governing documents. This argument is entirely unconvincing, however, because the proposal is non-binding, and compliance with it would be voluntary – requiring only that all Phillips 66 directors have the courage to be accountable to shareholders on an annual basis, as is the case at nearly
Instead, the Company is asking shareholders to try the same approach to de-staggering that has repeatedly failed before – fully aware that its supermajority voting requirement makes failing again a near certainty. Shareholders should be asking whether a Board truly interested in good governance would be satisfied with this status quo, allowing an archaic governance regime to constrain shareholder choice and shield a majority of its directors, who have presided over years of underperformance, from an annual shareholder vote.
By contrast, all of the nominees on the Gold Card have committed to abide by this important and shareholder-friendly reform. As directors, they would gladly and confidently answer to shareholders every year.
Vote Your Shares on the Gold Card to Put a Phillips 66 Turnaround into Action
More information about each of our candidates is included with this letter, along with further details on our "Streamline 66" plan (also available at Streamline66.com). If you have questions, please contact us at investors@streamline66.com or at (877) 629-6357. We hope you'll stay engaged as this crucial vote draws near – a lot rides on the outcome, and every vote matters.
We are all investors in a once-respected company that could and should be doing far better and earning far more than its current leadership would have you believe possible. In this election, shareholders have a clear choice: On the one hand, there is the vision of Mr. Lashier, according to which Phillips 66 is already doing as well as possible and is fully valued now, even as it delivers worst-in-class returns, year after year.
Or there is the vision outlined in this letter and represented by the Gold Card – a path to a dramatically higher stock price and a Board capable of ensuring that these higher returns are sustained for the long term.
We at Elliott have studied the unmet potential and immense opportunities at Phillips 66. Making this company the best it can be – with a focus on core strengths and operational discipline, overseen by an adept and energetic Board – offers the possibility of a stronger, more valuable Phillips 66 for all of its investors.
We're eager to get moving on this decisive turnaround, and we ask for your support on the enclosed Gold Card.
Respectfully,
Elliott Investment Management
ADDITIONAL INFORMATION
Elliott Investment Management L.P., together with the other participants in Elliott's proxy solicitation (collectively, "Elliott"), has filed a definitive proxy statement and accompanying GOLD universal proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit proxies with respect to the election of Elliott's slate of highly qualified director candidates and the other proposals to be presented at the 2025 annual meeting of stockholders (the "Annual Meeting") of Phillips 66, a
About Elliott
Elliott Investment Management L.P. (together with its affiliates, "Elliott") manages approximately
1 Total Shareholder Return per Bloomberg, ending on 2/7/25.
2 Per Bloomberg as of 2/7/25.
3 Price target is based on Elliott's internal calculations.
4 Price target is based on Elliott's internal calculations.
5 Midstream valuation based on Elliott's internal calculations.
6 "In a somewhat surprising tactic, PSX management talked down the potential [sum-of-the-parts] upside (i.e., [stating that the Company is] fairly valued)…" – Piper Sandler, March 2025.
7 Source: FactSet as of 4/3/2025.
Media Contact:
Casey Friedman
Elliott Investment Management L.P.
(212) 478-1780
cFriedman@elliottmgmt.com
Investor Contact:
Bruce Goldfarb / Pat McHugh
Okapi Partners LLC
(877) 629-6357
(212) 297-0720
info@okapipartners.com
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