Group 1 - Elliott Investment Management has successfully elected two nominees, Sigmund Cornelius and Michael Heim, to the Board of Directors of Phillips 66, indicating a clear mandate from shareholders for change [1][2] - The election results reflect shareholders' demand for meaningful changes in operational execution, corporate governance, and strategic direction to enhance value creation at Phillips 66 [2][3] - Elliott, as one of the largest investors in Phillips 66, will continue to engage actively with the company and hold management accountable for improving shareholder value [3] Group 2 - Elliott Investment Management managed approximately $72.7 billion in assets as of December 31, 2024, making it one of the oldest funds under continuous management [3]

Intend to Work Constructively with Incumbent Directors to Create Value for All Shareholders Elliott Urges Shareholders to Support Meaningful Board Change By Voting on the Gold Card for Its Four Independent Nominees WEST PALM BEACH, Fla., May 20, 2025 /PRNewswire/ -- Elliott Investment Management L.P. ("Elliott"), which manages funds that together make it a top-five shareholder in Phillips 66 (NYSE: PSX) (the "Company" or "Phillips"), today issued a letter to shareholders from its four highly qualified nomin ...

Core Insights - Elliott Investment Management has significantly increased its exposure to the energy sector, raising its allocation from 23.84% to 37.64% in Q1 2025, making it the firm's largest sector allocation [1][4]. Company Investments - Elliott has made a substantial investment of nearly $2 billion in Phillips 66 and Suncor Energy Inc., which are now among the fund's top three holdings [2]. - The firm increased its stake in Phillips 66 by nearly 2,000%, acquiring 14.95 million new shares, bringing the total to 15.73 million shares valued at approximately $1.94 billion, which now represents 12.81% of Elliott's $15.2 billion 13F portfolio [3]. - Suncor Energy remains a core holding with a stake valued at $2.04 billion, representing 13.46% of the portfolio, unchanged from the previous quarter [4]. Strategic Shifts - The increase in energy positions coincides with a reduction in exposure to broader market ETFs and sectors, including a more than 25% cut in the SPDR S&P 500 ETF put position and reduced bets against energy sector ETFs [4]. - This strategy reflects a tactical shift towards direct investments in traditional energy companies like Phillips 66 and Suncor, contrasting with broader market hesitations regarding peak oil demand and ESG pressures [5].

Core Viewpoint - Glass Lewis has recommended that shareholders support Elliott's director nominees for Phillips 66, citing the company's underperformance and governance issues as significant concerns for investors [1][2][3] Summary by Relevant Sections Corporate Governance - Glass Lewis criticized the current board's governance practices, stating that there is a lack of confidence in the board's candor and commitment to governance standards [3][5] - The report highlighted that Phillips 66's governance framework appears to be reactive rather than proactive, raising questions about the board's credibility [3][5] - Glass Lewis noted that the board's insistence on routing discussions through the CEO and Chairman is inappropriate and undermines shareholder engagement [5][10] Performance and Shareholder Value - Glass Lewis concluded that Phillips 66 has failed to deliver compelling shareholder returns and has not effectively managed its core refining business [4][10] - The report indicated that the company's performance has not kept pace with its peers, particularly since the current CEO's tenure began [5][10] - Elliott's case for change was deemed more compelling, with Glass Lewis stating that Phillips 66's arguments are disconnected from reality and do not effectively demonstrate a path to shareholder value [4][5] Elliott's Nominees - Glass Lewis endorsed Elliott's nominees, highlighting their strong qualifications and industry expertise, which could provide valuable perspectives for Phillips 66 [6][10] - The nominees include individuals with significant experience in refining and midstream operations, which are critical for addressing the company's strategic challenges [10] Recommendations for Change - Glass Lewis supports Elliott's proposal to de-stagger the board, indicating that such a move would be in the best interests of shareholders [5][10] - The report emphasized the need for a strategic shift towards focusing on core assets, particularly in refining, to enhance financial performance and value creation [10]

Group 1 - Phillips 66 shares have underperformed over the past year, losing approximately 25% of their value due to a challenging macro refining environment [1] - The stock was significantly impacted by President Trump's announcement of widespread tariffs [1] Group 2 - The article does not provide any specific investment recommendations or advice regarding Phillips 66 or other companies mentioned [2]

Core Viewpoint - Elliott Investment Management L.P. is advocating for a change in leadership at Phillips 66, presenting a plan titled "Streamline 66" aimed at enhancing accountability and long-term performance for shareholders [1]. Group 1: Leadership and Performance - Elliott is positioning the current leadership of Phillips 66 as accepting poor performance and committed to maintaining the status quo, urging shareholders to consider electing new directors who can drive improvements [1]. - The upcoming Annual General Meeting on May 21st will serve as a pivotal moment for shareholders to decide between supporting the existing leadership or opting for Elliott's nominated directors [1]. Group 2: Proxy Solicitation - Elliott has filed a definitive proxy statement with the SEC to solicit proxies for the election of its director candidates and other proposals at the 2025 Annual Meeting [2]. - Shareholders are encouraged to review the proxy statement and related documents, which contain important information regarding the proxy solicitation [2]. Group 3: About Elliott - As of December 31, 2024, Elliott manages approximately $72.7 billion in assets, making it one of the largest investment management firms [3]. - Founded in 1977, Elliott has a diverse investor base, including pension plans, sovereign wealth funds, and high net worth individuals [3].

Core Viewpoint - Elliott Investment Management asserts that Phillips 66's current board has fostered a culture of complacency and poor governance, urging shareholders to support its independent director nominees to unlock the company's value-creation potential [1][2][5] Group 1: Governance Issues - Elliott highlights a breakdown in corporate governance at Phillips 66, citing a culture of deference to management and a lack of responsiveness to shareholder concerns [5][6][10] - The board's refusal to engage constructively with Elliott has led to a proxy contest, which Elliott views as indicative of the company's governance failures [3][6] - Phillips 66's classified board structure is criticized for insulating directors from accountability, with Elliott proposing a non-binding annual election policy to enhance governance [11][12][45] Group 2: Shareholder Engagement - Elliott claims that its attempts to engage with Phillips 66's leadership have been repeatedly rebuffed, necessitating direct appeals to shareholders [3][10] - The company has been accused of mischaracterizing Elliott's engagement efforts, framing them as lacking transparency [4][10] - Elliott emphasizes the importance of independent directors in improving the company's governance and performance, presenting its nominees as qualified candidates [14][39] Group 3: Performance and Strategy - Since CEO Mark Lashier assumed the dual role of CEO and Chairman, Phillips 66's performance has reportedly declined, with the company falling short of its mid-cycle EBITDA target of approximately $14 billion for 2025 [9][10] - Elliott argues that the board's focus on "empire building" rather than maximizing shareholder returns is detrimental to the company's interests [11][31] - The company has faced criticism for its lack of transparency regarding its operational performance and strategic direction, particularly in refining [9][10] Group 4: Response to Elliott's Campaign - Phillips 66 has publicly attacked Elliott's director nominees and their qualifications, claiming that their proposals lack independence and transparency [12][14][40] - The company has also questioned the motives of industry veteran Gregory Goff, who publicly supported Elliott's campaign, suggesting conflicts of interest where none exist [36][37] - Elliott counters that Phillips 66's attacks on Goff reflect a broader unwillingness to accept constructive criticism and input from experienced industry leaders [36][37]

Core Insights - Elliott Investment Management is a top-five shareholder in Phillips 66 and has launched a podcast series called "Streamline 66" to discuss the company's operations and potential value-unlocking strategies [1][5] Group 1: Podcast Insights - The latest episode features Michael Heim, a founder of Targa Resources, who emphasizes the need for Phillips 66 to adopt a strategy focused on organic growth and to have a board that supports this direction [2][6] - Heim notes that Phillips 66 possesses high-quality assets located in major U.S. basins, which should allow it to compete effectively with peers if managed properly [6] Group 2: Proxy Solicitation - Elliott has filed a definitive proxy statement with the SEC to solicit votes for its slate of director nominees at the upcoming annual meeting of Phillips 66 [4] - Stockholders are encouraged to review the proxy statement and related documents for important information regarding the election and the participants in the solicitation [4] Group 3: Company Background - As of December 31, 2024, Elliott manages approximately $72.7 billion in assets and has a diverse investor base, including pension plans and sovereign wealth funds [5]

Core Insights - Elliott Investment Management L.P. has proposed a plan titled "Streamline 66" aimed at transforming Phillips 66 through board enhancements, operational improvements, and portfolio simplification [1] - The firm is a top-five shareholder in Phillips 66, managing approximately $72.7 billion in assets as of December 31, 2024 [3] Group 1 - The "Streamline 66" plan is designed to unlock substantial upside by reversing the company's cycle of underperformance [1] - Elliott has filed a definitive proxy statement with the SEC to solicit proxies for the election of its director candidates at the 2025 annual meeting of stockholders [2] - Stockholders are encouraged to review the proxy statement and related documents for important information regarding the solicitation [2] Group 2 - Elliott Investment Management was founded in 1977 and is one of the oldest funds under continuous management [3] - The firm's investors include a diverse range of entities such as pension plans, sovereign wealth funds, and high net worth individuals [3]

PHILLIPS 66 FIRST - QUARTER EARNINGS RELEASE APRIL 25, 2025 Ponca City Refinery PONCA CITY, OK Cautionary Statement This presentation contains forward-looking statements within the meaning of the federal securities laws relating to Phillips 66's operations, strategy and performance. Words such as "anticipated," "estimated," "expected," "planned," "scheduled," "targeted," "believe," "continue," "intend," "will," "would," "objective," "goal," "project," "efforts," "strategies," "priorities" and similar expres ...