Phillips 66 — fact timeline

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.

“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”

Phillips 66 shareholders approved Proposal to approve, on an advisory basis, named executive officer compensation at the 2026-05-13 meeting.

“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”

Phillips 66 shareholders approved Election of four Class I director nominees at the 2026-05-13 meeting.

“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”

Phillips 66 reported the quarter ended March 31, 2026 results: net income $207 million, EPS $0.51 per share.

“Reported first-quarter earnings of $207 million or $0.51 per share; adjusted earnings of $200 million or $0.49 per share”

Phillips 66 updated its first-quarter 2026 guidance (initiated).

“On April 6, 2026, Phillips 66 (the “Company”) issued guidance providing preliminary first-quarter 2026 financial information.”

Phillips 66 amended debt of increase the maximum facility size from $1.25 billion to $1.75 billion and permit a future increase to up to $2.0 billio with PNC Bank, National Association, as administrative agent.

“The Receivables Facility Amendment amends the RPFA to, among other things, (i) increase the maximum facility size from $1.25 billion to $1.75 billion and (ii) permit the SPE to request a future increase in the maximum facility size to up to $2.0 billion.”

Phillips 66 incurred term loan of $2.25 billion with Mizuho Bank, Ltd., as administrative agent at Term SOFR plus an applicable margin of 1.100% or the reference rate plus an appl maturing 364 days after the Term Loan Closing Date.

“On March 18, 2026 (the "Term Loan Closing Date"), Phillips 66 Company (the "Company"), a wholly owned subsidiary of Phillips 66 ("Phillips 66"), entered into a 364-day, $2.25 billion term loan credit agreement with a syndicate of banks and other financial institutions party thereto and Mizuho Bank, Ltd., as administrative agent (the "Term Loan Agreement").”

Phillips 66 entered into Fourth Amendment to Receivables Purchase and Financing Agreement with PNC Bank, National Association, as administrative agent valued at $1.75 billion (effective 2026-03-13).

“On March 13, 2026, the Company amended the Company’s accounts receivable securitization program. In connection therewith, the Company entered into the Fourth Amendment to Receivables Purchase and Financing Agreement (the “Receivables Facility Amendment”) to amend its existing Receivables Purchase and Financing Agreement dated September 30, 2024 (as amended, the “RPFA”), among the Company, as servicer, Phillips 66 Receivables LLC, as SPE (the “SPE”), the purchaser/lenders party thereto from time to time, PNC Capital Markets LLC, as structuring agent, and PNC Bank, National Association, as administrative agent.”

Phillips 66 entered into Term Loan Agreement with Mizuho Bank, Ltd., as administrative agent valued at $2.25 billion (effective 2026-03-18).

“On March 18, 2026 (the “Term Loan Closing Date”), Phillips 66 Company (the “Company”), a wholly owned subsidiary of Phillips 66 (“Phillips 66”), entered into a 364-day, $2.25 billion term loan credit agreement with a syndicate of banks and other financial institutions party thereto and Mizuho Bank, Ltd., as administrative agent (the “Term Loan Agreement”).”

Phillips 66 amended credit facility of $1.25 billion with PNC Bank, National Association maturing September 28, 2026.

“and PNC Bank, National Association, as Administrative Agent. The Amendment amends the RPFA to, among other things, (i) increase the maximum facility size from $1 billion to $1.25 billion and (ii) extend the maturity date from September 29, 2025 to September 28, 2026. The foregoing description of the Amendment is not complete and is qualified in its entirety by”

Phillips 66 amended debt of increase the maximum facility size from $500 million to $1 billion with PNC Bank, National Association, as Administrative Agent.

“The Amendment amends the RPFA to, among other things, increase the maximum facility size from $500 million to $1 billion.”

Denise L. Ramos departed as Director at Phillips 66.

“On February 12, 2025, Gary K. Adams and Denise L. Ramos each informed the Board of Directors (the “Board”) of Phillips 66 (the “Company”) of their intent not to stand for reelection to the Board at the Company’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”).”

Gary K. Adams departed as Director at Phillips 66.

“On February 12, 2025, Gary K. Adams and Denise L. Ramos each informed the Board of Directors (the “Board”) of Phillips 66 (the “Company”) of their intent not to stand for reelection to the Board at the Company’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”).”

Grace Puma Whiteford was appointed as Director at Phillips 66.

“On October 10, 2024, the Board of Directors (the “Board”) of Phillips 66 (the “Company”), increased the size of the Board from 13 directors to 14 directors, and appointed Grace Puma Whiteford to serve on the Board, effective immediately.”

Phillips 66 shareholders rejected Shareholder proposal requesting a report analyzing the impact of the System Change Scenario on the Chemicals business at the 2024-05-15 meeting.

“Shareholder proposal requesting a report analyzing the impact of the System Change Scenario on the Chemicals business. The shareholder proposal requesting a report analyzing the impact of the System Change Scenario on the Chemicals business was not approved, based on the following votes: Voted For Voted Against Abstentions Broker Non-Votes 36,181,887 271,765,922 3,310,581 59,418,965”

Phillips 66 shareholders approved Ratify appointment of Ernst & Young LLP as independent auditor at the 2024-05-15 meeting.

“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 2024, by the following votes: Voted For Voted Against Abstentions 365,557,145 4,253,214 866,996”

Phillips 66 shareholders approved Advisory vote to approve executive compensation at the 2024-05-15 meeting.

“Proposal to approve, on an advisory basis, executive 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 288,566,492 20,573,008 2,118,890 59,418,965”

Phillips 66 shareholders approved Election of Douglas T. Terreson as Class III director at the 2024-05-15 meeting.

“Terreson 288,129,833 21,775,054 1,353,503 59,418,965 2. Proposal to approve, on an advisory basis, executive compensation.”

Phillips 66 shareholders approved Election of Mark E. Lashier as Class III director at the 2024-05-15 meeting.

“Lashier 280,350,593 29,626,149 1,281,648 59,418,965 Douglas T. Terreson 288,129,833 21,775,054 1,353,503 59,418,965 2.”

Phillips 66 shareholders approved Election of Lisa A. Davis as Class III director at the 2024-05-15 meeting.

“Davis 279,747,731 30,209,350 1,301,309 59,418,965 Mark E. Lashier 280,350,593 29,626,149 1,281,648 59,418,965 Douglas T.”

Phillips 66 shareholders approved Election of Julie L. Bushman as Class III director at the 2024-05-15 meeting.

“Bushman 284,074,332 25,850,333 1,333,725 59,418,965 Lisa A. Davis 279,747,731 30,209,350 1,301,309 59,418,965 Mark E.”

Timothy D. Roberts departed as Executive Vice President, Midstream and Chemicals at Phillips 66.

“On April 26, 2024, Timothy D. Roberts, Executive Vice President, Midstream and Chemicals of Phillips 66 (the “Company”) provided notice to the Company that he intends to retire, effective June 1, 2024.”

Phillips 66 reported quarter ended March 31, 2024 results: net income first-quarter earnings of $748 million, EPS $1.73 per share.

“Phillips 66 Reports 1Q 2024 Financial Results, Highlights Strategic Priorities Progress First-Quarter Results • First-quarter earnings of $748 million or $1.73 per share; adjusted earnings of $822 million or $1.90 per share”

J. Scott Pruitt departed as Vice President and Controller at Phillips 66.

“J. Scott Pruitt, who announced on April 1, 2024 that he plans to retire from the Company effective May 31, 2024.”

Ann M. Kluppel was appointed as Vice President and Controller at Phillips 66.

“appointed Ann M. Kluppel to serve as the Company’s Vice President and Controller and designated principal accounting officer effective May 13, 2024.”

Greg C. Garland departed as Executive Chairman at Phillips 66.

“Greg C. Garland, the Company’s current Executive Chairman and former President and Chief Executive Officer, will step down from the Board, and the size of the Board will be reduced from 14 directors to 13 directors.”

Mark E. Lashier was appointed as Chairman of the Board at Phillips 66.

“appointed Mark E. Lashier, the Company’s President and Chief Executive Officer and a member of the Board, to the additional position of Chairman of the Board, effective immediately prior to the Company’s 2024 Annual Meeting of Shareholders to be held on May 15, 2024.”

Phillips 66 terminated Existing Credit Agreement (effective 2024-02-28).

“The Credit Agreement is guaranteed by Phillips 66 and replaces the $5 billion Credit Agreement dated as of June 23, 2022 (the “Existing Credit Agreement”) with the Company as the borrower and Phillips 66 as guarantor.”

Phillips 66 entered into Credit Agreement with a syndicate of banks and other financial institutions party thereto and Mizuho Bank, Ltd. valued at $5 billion (effective 2024-02-28).

“On February 28, 2024, Phillips 66 Company (the “Company”), a wholly-owned subsidiary of Phillips 66, entered into a $5 billion revolving credit agreement with a syndicate of banks and other financial institutions party thereto and Mizuho Bank, Ltd., as administrative agent (the “Credit Agreement”).”

Robert W. Pease was appointed as director at Phillips 66.

“appointed Robert W. Pease to serve on the Board, effective immediately.”

Phillips 66 reported Full-Year 2023 results: net income $7.0 billion, EPS $15.48 per share.

“Earnings of $7.0 billion or $15.48 per share; adjusted earnings of $7.2 billion or $15.81 per share”

Phillips 66 reported the quarter ended December 31, 2023 results: net income $1.3 billion, EPS $2.86 per share.

“On January 31, 2024, Phillips 66 issued a press release announcing the company's financial and operating results for the quarter ended December 31, 2023.”

Phillips 66 reported the quarter ended September 30, 2023 results: net income $2.1 billion, EPS $4.69 per share. Guidance raised.

“Phillips 66 Reports Third-Quarter 2023 Financial Results and Update to Strategic Priorities Third-Quarter Results • Reported third-quarter earnings of $2.1 billion or $4.69 per share; adjusted earnings of $2.1 billion or $4.63 per share”

Greg Garland departed as Executive Chairman of the Board at Phillips 66.

“On October 26, 2023, Greg Garland, Executive Chairman of the Board of Directors (the “Board”) of Phillips 66 (the “Company”), informed the Company of his intention to retire from the Board, effective May 2024.”

Phillips 66 reported second-quarter 2023 results: net income $1.7 billion, EPS $3.72 per share.

“Phillips 66 Reports Second-Quarter 2023 Financial Results • Reported second-quarter earnings of $1.7 billion or $3.72 per share”

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.

“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:”

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.

“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:”

Phillips 66 shareholders approved Proposal to approve, on an advisory basis, executive compensation at the 2023-05-10 meeting.

“The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, by the following votes:”

Phillips 66 shareholders rejected Proposal to approve the declassification of the Board of Directors at the 2023-05-10 meeting.

“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.”

Phillips 66 shareholders approved Election of five Class II director nominees at the 2023-05-10 meeting.

“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:”

Phillips 66 reported financial results for the quarter ended March 31, 2023.

“On May 3, 2023, Phillips 66 issued a press release announcing the company's financial and operating results for the quarter ended March 31, 2023.”

Phillips 66 entered into Credit Agreement with a syndicate of banks and other financial institutions party thereto and Mizuho Bank, Ltd., as administrative agent valued at $1.5 billion (effective 2023-03-27).

“On March 27, 2023 (the “Closing Date”), Phillips 66 Company (the “Company”), a wholly-owned subsidiary of Phillips 66, a Delaware corporation (“Phillips 66”), entered into a $1.5 billion delayed draw term loan agreement with a syndicate of banks and other financial institutions party thereto and Mizuho Bank, Ltd., as administrative agent (the “Credit Agreement”).”

Phillips 66 reported Full-Year 2022 results: net income $11.0 billion, EPS $23.27 per share.

“Full-Year 2022 • Reported 2022 earnings of $11.0 billion or $23.27 per share; adjusted earnings of $8.9 billion or $18.79 per share”

Phillips 66 reported the quarter ended December 31, 2022 results: net income $1.9 billion, EPS $3.97 per share.

“Phillips 66 Reports Fourth-Quarter 2022 Financial Results Fourth Quarter • Reported fourth-quarter earnings of $1.9 billion or $3.97 per share; adjusted earnings of $1.9 billion or $4.00 per share”

Phillips 66 entered into Agreement and Plan of Merger with DCP Midstream, LP, DCP Midstream GP, LP, DCP Midstream GP, LLC valued at $41.75 per Public Common Unit (effective 2023-01-05).

“On January 5, 2023, Phillips 66, a Delaware corporation (the “Company”), Phillips 66 Project Development Inc., a Delaware corporation and indirect wholly owned subsidiary of the Company (“PDI”), Dynamo Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of PDI (“Merger Sub”), DCP Midstream, LP, a Delaware limited partnership (“DCP”), DCP Midstream GP, LP, a Delaware limited partnership and the general partner of DCP (“DCP GP LP”), and DCP Midstream GP, LLC, a Delaware limited liability company and the general partner of DCP GP LP (“DCP GP LLC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into DCP, with DCP surviving as a Delaware limited partnership (the “Merger”).”

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).

“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.”

Phillips 66 reported financial results for the quarter ended September 30, 2022.

“On November 9, 2022, Phillips 66 (the "Company") posted additional supplemental financial and operating information regarding the quarter ended September 30, 2022 to the "Events & Presentations" section of the Company's website.”

Phillips 66 reported the quarter ended September 30, 2022 results: net income $5.4 billion, EPS $11.16 per share.

“On November 1, 2022, Phillips 66 issued a press release announcing the company's financial and operating results for the quarter ended September 30, 2022.”

Gregory J. Hayes was appointed as Director at Phillips 66.

“On July 12, 2022, the Board of Directors (the “Board”) of Phillips 66 (the “Company”) appointed Mark E. Lashier and Gregory J. Hayes to serve on the Board.”

Mark E. Lashier was appointed as Director at Phillips 66.

“On July 12, 2022, the Board of Directors (the “Board”) of Phillips 66 (the “Company”) appointed Mark E. Lashier and Gregory J. Hayes to serve on the Board.”