Phillips 66 (NYSE:PSX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
William R. Loomis, Jr., member of the Board of Directors of Phillips 66 (the “Company”), has tendered his retirement, effective May 9, 2018. At the time of his retirement, Mr. Loomis was Chair of the Nominating and Governance Committee and a member of the Audit and Finance Committee, Executive Committee and Public Policy Committee of the Board of Directors. Mr. Loomis’ retirement from the Board of Directors is not a result of any dispute or disagreement with the Company.
Item 5.07Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on May 9, 2018. The results of the matters submitted to a vote of the shareholders at the meeting are set forth below. There were 466,325,141 shares outstanding and entitled to vote as of the record date for the meeting.
|
1. |
The three nominated directors were each elected to serve a three-year term. |
|
Voted For |
Voted Against |
Abstentions |
Broker Non-Votes |
|
|
J. Brian Ferguson |
331,371,316 |
6,943,058 |
1,038,119 |
79,254,921 |
|
Harold W. McGraw, III |
332,187,082 |
6,091,711 |
1,073,700 |
79,254,921 |
|
Victoria J. Tschinkel |
332,150,517 |
6,086,922 |
1,115,054 |
79,254,921 |
|
2. |
The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2018 was approved. |
|
Voted For |
Voted Against |
Abstentions |
Broker Non-Votes |
|
|
Ratification of Ernst & Young LLP |
415,303,312 |
2,150,505 |
1,153,597 |
— |
|
3. |
The advisory approval of the compensation of our named executive officers was approved. |
|
Voted For |
Voted Against |
Abstentions |
Broker Non-Votes |
|
|
Advisory vote on executive compensation |
317,441,296 |
19,560,842 |
2,350,355 |
79,254,921 |
|
4. |
The management proposal to amend the Company’s Certificate of Incorporation to allow for the annual election of directors was not approved. |
|
Voted For |
Voted Against |
Abstentions |
Broker Non-Votes |
|
|
Management proposal to declassify the Board of Directors over the next three years |
333,884,060 |
3,544,408 |
1,924,025 |
79,254,921 |
About Phillips 66 (NYSE:PSX)
Phillips 66 is an energy manufacturing and logistics company with midstream, chemicals, refining and marketing, and specialties businesses. The Company operates its business through four segments: Midstream, Chemicals, Refining, and Marketing and Specialties (M&S). The Midstream segment includes its equity investment in DCP Midstream , LLC (DCP Midstream) and its investment in Phillips 66 Partners LP. The Midstream segment consists of three business lines: Transportation, DCP Midstream and NGL. The Midstream segment also transports crude oil and other feedstocks to refineries and other locations, and delivers refined and specialty products to market, and provides storage services for crude oil and petroleum products. The Chemical segment manufactures and markets petrochemicals and plastics. The refining segment buys, sells and refines crude oil and other feedstocks into petroleum products. The M&S segment purchases for resale and markets refined petroleum products.