Elliott Takes Legal Action to Protect the Rights of Phillips 66 Stockholders

Core Viewpoint - Elliott Investment Management L.P. has filed a lawsuit against Phillips 66, seeking to require that four board seats be up for election at the 2025 Annual Meeting, citing poor corporate governance and a pattern of gamesmanship by the company [1][2][4]. Group 1: Lawsuit Details - The lawsuit requests an order for four board seats to be available for election at the 2025 Annual Meeting, as the current board structure would only allow for two seats to be contested [2]. - Phillips 66 announced that two directors would not seek reelection, reducing the board size from 14 to 12, which Elliott argues violates the company's governing documents [2][3]. - Elliott claims that the company has not disclosed the number of seats up for election or its nominees, prompting the need for legal action to protect shareholder rights [3]. Group 2: Board Change Justification - Elliott emphasizes the need for change on the board to unlock the company's full value-creation potential, citing the company's disregard for stockholder rights [4]. - A slate of seven qualified director candidates has been announced by Elliott, focusing on improving operations and corporate governance [4]. Group 3: Shareholder Information - As of the date of the announcement, Elliott holds a 5.7% economic interest in Phillips 66, amounting to 19.9 million shares of common stock [9]. - Elliott has filed a preliminary proxy statement with the SEC to solicit proxies for the election of its director candidates at the upcoming annual meeting [6].