---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-224232"
form_type: "8-K"
ticker: "PSX"
cik: "0001534701"
company_name: "Phillips 66"
filed_at: "2026-05-14T20:47:38+00:00"
generated_at: "2026-05-14T20:50:00.431350+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Phillips 66 shareholders elect four Class II directors, approve executive compensation and auditor ratification

## Summary
- Elected Gregory J. Hayes, Charles M. Holley, Denise R. Singleton, Howard I. Ungerleider as Class II directors for three-year terms.
- Advisory vote on named executive officer compensation approved with 285.3M for, 10.8M against.
- Ratification of Ernst & Young as auditor for 2026 approved with 347.8M for, 3.1M against.
- Approximately 401 million shares outstanding and entitled to vote as of record date March 20, 2026.

## SEC filing metadata
- accession: 0001193125-26-224232
- form_type: 8-K
- ticker: PSX
- cik: 0001534701
- company_name: Phillips 66
- filed_at: 2026-05-14T20:47:38+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1534701/000119312526224232/0001193125-26-224232-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1534701/000119312526224232/d80109d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-224232
- JSON: https://secwatch.observer/filing/0001193125-26-224232.json
- Plain text: https://secwatch.observer/filing/0001193125-26-224232.txt

## Key facts
- Shareholder Votes
  Phillips 66 shareholders approved Election of four Class I director nominees at the 2026-05-13 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-05-13
  source text: 1. Election of four Class I director nominees. The shareholders voted to elect four Class II directors, each to serve for a three-year term that expires at the annual meeting of shareholders held in 2029 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: Voted For Voted Against Abstentions Broker Non-Votes Gregory J. Hayes 271,041,189 26,115,802 634,511 54,069,082 Charles M. Holley 283,625,254 13,511,900 654,347 54,069,082 Denise R. Singleton 281,817,272 15,326,168 648,061 54,069,082 Howard I. Ungerleider 282,277,844 14,852,458 661,199 54,069,082
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534701/000119312526224232/0001193125-26-224232-index.htm
- Shareholder Votes
  Phillips 66 shareholders approved Proposal to approve, on an advisory basis, named executive officer compensation at the 2026-05-13 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-05-13
  source text: 2. Proposal to approve, on an advisory basis, named executive officer compensation. The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, by the following votes: Voted For Voted Against Abstentions Broker Non-Votes 285,329,903 10,789,646 1,671,953 54,069,082
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534701/000119312526224232/0001193125-26-224232-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 2026-05-13 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-05-13
  source text: 3. Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm. The shareholders approved the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026, by the following votes: Voted For Voted Against Abstentions 347,828,980 3,118,895 912,709
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534701/000119312526224232/0001193125-26-224232-index.htm

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