---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-143600"
form_type: "8-K"
ticker: "PSX"
cik: "0001534701"
company_name: "Phillips 66"
filed_at: "2023-05-12T23:59:59+00:00"
generated_at: "2026-06-15T02:29:08.289051+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Phillips 66 shareholders elect all 5 director nominees, reject board declassification

## Summary
- Gregory J. Hayes, Charles M. Holley, Denise R. Singleton, Glenn F. Tilton, Marna C. Whittington elected as Class II directors.
- Board declassification proposal failed (336.8M for; needed 80% of outstanding shares).
- Advisory say-on-pay approved with 313.7M votes for, 25.4M against.
- Ratification of Ernst & Young as auditor approved overwhelmingly (396.9M for).
- Shareholder proposal for an audited climate impact report on chemicals rejected (39.7M for, 298.0M against).

## SEC filing metadata
- accession: 0001193125-23-143600
- form_type: 8-K
- ticker: PSX
- cik: 0001534701
- company_name: Phillips 66
- filed_at: 2023-05-12T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1534701/000119312523143600/0001193125-23-143600-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1534701/000119312523143600/d478583d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-143600
- JSON: https://secwatch.observer/filing/0001193125-23-143600.json
- Plain text: https://secwatch.observer/filing/0001193125-23-143600.txt

## Key facts
- Shareholder Votes
  Phillips 66 shareholders rejected Shareholder proposal requesting an audited report on the impact to the chemicals business under the System Change Scenario at the 2023-05-10 meeting.
  - Outcome: failed
  - Meeting: 2023-05-10
  source text: The shareholder proposal requesting an audited report on the impact to the chemicals business under the System Change Scenario was not approved, based on the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534701/000119312523143600/0001193125-23-143600-index.htm
- Shareholder Votes
  Phillips 66 shareholders approved Election of five Class II director nominees at the 2023-05-10 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: The shareholders elected Gregory J. Hayes, Charles M. Holley, Denise R. Singleton, Glenn F. Tilton and Marna C. Whittington as Class II directors, each to serve for a three-year term that expires at the annual meeting of shareholders held in 2026 or until such director’s successor has been duly elected or appointed and qualified, or until their earlier resignation or removal, by the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534701/000119312523143600/0001193125-23-143600-index.htm
- Shareholder Votes
  Phillips 66 shareholders approved Proposal to approve, on an advisory basis, executive compensation at the 2023-05-10 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, by the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534701/000119312523143600/0001193125-23-143600-index.htm
- Shareholder Votes
  Phillips 66 shareholders rejected Proposal to approve the declassification of the Board of Directors at the 2023-05-10 meeting.
  - Proposal: charter amendment
  - Outcome: failed
  - Meeting: 2023-05-10
  source text: The management proposal to amend the Company’s Certificate of Incorporation and By-Laws to declassify the Board of Directors did not receive the affirmative vote of the holders of 80% of the outstanding shares of common stock entitled to vote.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534701/000119312523143600/0001193125-23-143600-index.htm
- Shareholder Votes
  Phillips 66 shareholders approved Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm at the 2023-05-10 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: The shareholders approved the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023, by the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534701/000119312523143600/0001193125-23-143600-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.