Phillips 66 amends by-laws to update stockholder nomination procedures for universal proxy rules

Phillips 66

Updates advance notice provisions for director nominations and other business to comply with SEC Rule 14a-19 (Universal Proxy Rules).
Requires additional disclosures from nominating stockholders, including intent to solicit proxies and compliance confirmation.
Reserves white proxy card for Board use; plurality vote standard for contested elections.
Adopts conforming changes to Delaware corporate law, including virtual meeting adjournment and eliminating stockholder list requirement.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Phillips 66: On December 9, 2022, the Board approved and adopted Amended and Restated By-laws, effective immediately, which update and expand advance notice provisions to reflect Universal Proxy Rules, reserve a white proxy card for Board use, clarify plurality voting in contested elections, update meeting proce (effective 2022-12-09).

Change: bylaw amendment
Effective: 2022-12-09

Exact text from the filing

On December 9, 2022, the Board of Directors (the “Board”) of Phillips 66 (the “Company”) approved and adopted Amended and Restated By-laws of the Company (as so amended and restated, the “By-laws”), which took effect immediately.

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Phillips 66 filing history →

Source: SEC EDGAR

accession 0001193125-22-301888

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