Phillips 66 (NYSE: PSX), a major energy company, has announced the nomination of four directors for election at its upcoming Annual Shareholders' Meeting. This move is seen as a response to a growing proxy battle with Elliott Investment Management, a prominent activist investor that holds a $2.5 billion stake in the company.

The nominees include John E. Lowe and Robert W. Pease, who are already on the board, along with two new additions: Nigel Hearne and Howard I. Ungerleider. They will replace Gary K. Adams and Denise L. Ramos, who are set to retire.

Elliott's Legal Battle Against Phillips 66

The proxy fight escalated when Elliott Investment Management filed a lawsuit against Phillips 66 on Tuesday. The firm seeks to have four directors stand for election, opposing Phillips 66’s latest nominations. Earlier this year, Elliott had already nominated seven directors to the board.

Currently, the Phillips 66 board consists of 14 members, but following the 2025 Annual Meeting in May, it will be reduced to 12.

CEO Compensation and Shareholder Reforms

Alongside the board nominations, the company disclosed that CEO Mark Lashier received a $22.6 million compensation package in 2024, reflecting a 16.4% increase from the previous year. This has drawn mixed reactions from shareholders amid ongoing governance debates.

Phillips 66 has also filed preliminary proxy materials with the U.S. Securities and Exchange Commission (SEC) for its upcoming shareholder meeting. The company’s board has put forward a proposal to declassify itself by amending the certificate of incorporation and by-laws—an initiative that has been proposed five times in the last decade. However, Elliott is pushing for a policy requiring annual resignation of all directors, a move the company opposes.

The Battle for Shareholder Influence

Glenn F. Tilton, Phillips 66’s lead independent director, reaffirmed the company’s commitment to maximizing long-term shareholder value. He emphasized the board's openness to constructive engagement with Elliott once the investor is prepared to negotiate.

Phillips 66 is urging shareholders to support its proposal for declassification, while also advocating against Elliott’s push for an annual board resignation policy.

For more financial updates and stock market news, explore our insights on {Best IPO to Apply Now - IPO List 2024, Latest IPO, Upcoming IPO, Recent IPO News, Live IPO GMP Today - Finance Saathi - Embed this Link under text - https://financesaathi.com/ipo.php}.

Stay updated with the {Top News Headlines - Share Market News, Latest IPO News, Business News, Economy News- Finance Saathi - Embed this Link under text -https://financesaathi.com/}.

Join our {Trading with CA Abhay Telegram Channel - Embed this Link under text https://t.me/abhayvarn} for regular Stock Market Trading and Investment Calls by CA Abhay Varn - SEBI Registered Research Analyst & {Finance Saathi Telegram Channel - Embed this Link under text - https://t.me/financesaathi} for Regular Share Market, News & IPO Updates.

Start your Stock Market Journey and Apply in IPO by Opening Free Demat Account in {Choice Broking FinX - Embed this Link under text https://choiceindia.com/open-free-demat-account?=undefined&refercode=WlZY}.