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Phillips 66 Issues Statement Following Glass Lewis and ISS Reports

HOUSTON, May 13, 2025--Phillips 66 today announced that it strongly disagrees with the recommendations issued by Institutional Shareholder Services and Glass Lewis & Co.

articlePhillips 66May 13, 202512/company/phillips-66/news/phillips-66-issues-statement-following-glass-lewis-and-iss-reports
Phillips 66 Issues Statement Following Glass Lewis and ISS Reports

About this update from Phillips 66

[{"type":"text","content":"Disagrees with ISS’ and Glass Lewis’ Recommendations which Failed to Address Critical Issues Reiterates The Strength Of Phillips 66’s Highly Qualified Board And Nominees","length":169,"tagName":"p","attribs":{}},{"type":"text","content":"HOUSTON, May 13, 2025--(BUSINESS WIRE)--Phillips 66 (NYSE: PSX) today announced that it strongly disagrees with the recommendations issued by Institutional Shareholder Services ("ISS") and Glass Lewis & Co. ("Glass Lewis").","length":247,"tagName":"p"},{"type":"text","content":""We disagree with the recommendations issued by ISS and Glass Lewis," said the Phillips 66 Independent Directors. "We remain committed to engaging with and listening to our shareholders on the issues in this campaign."","length":238,"tagName":"p"},{"type":"text","content":"The Company notes the following issues and omissions in the reports’ analyses that remain critical factors for shareholders to consider:","length":136,"tagName":"p"},{"type":"list","items":[{"val":[{"type":"text","content":"Elliott’s break-up thesis not examined: The reports did not opine on the merits of Elliott’s thesis to break up Phillips 66, which is the primary objective of Elliott’s campaign. In fact, ISS stated clearly that its report "is not an endorsement of a Midstream and/or Chemicals separation." Supporting Elliott’s directors implicitly supports this risky path and overrides the judgment of Phillips 66’s highly qualified Board. Our Board continually evaluates the portfolio to maximize shareholder value and currently believes that the integrated model is the best path to shareholder value creation. As we always have, we remain committed to regularly and aggressively assessing these options going forward.","length":716,"tagName":"p","attribs":{}}]},{"val":[{"type":"text","content":"Concerning assessment of director independence: By recommending against Robert Pease, the reports establish a concerning precedent on evaluating director independence.","length":167,"tagName":"p","attribs":{}},{"type":"list","items":[{"val":[{"type":"text","content":"The reports suggest a director selected and vetted by a shareholder can be determined to lack independence after one month on the board and one vote. The single vote was for a combined CEO and Chair, a policy that is in place at 44% of S&P 500 ...

More updates from Phillips 66

Phillips 66ISSThe CompanyGlass LewisshareholdersRobert PeaseInstitutional Shareholder Servicesdirector nomineesproxy statementElliott