Glass Lewis Recommends Shareholders Support Elliott's Case for Urgent Board Change at Phillips 66

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]