Activist Elliott Files Lawsuit Against Phillips 66 Over 2025 Board Seat Elections

Phillips 66

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(RTTNews) - Elliott Investment Management L.P., which manages funds that together have an investment of more than $2.5 billion in Phillips 66 (PSX), announced that it filed a lawsuit in the Court of Chancery of the State of Delaware against the Company and its Board of Directors. The complaint seeks an order requiring that four board seats be up for election at Phillips' 2025 Annual Meeting of Shareholders.

After receiving Elliott's notice of director nominations, on February 18 Phillips announced that two sitting directors previously in the 2025 class, Gary Adams and Denise Ramos, would not stand for reelection, and that the size of the Board would be reduced from 14 to 12 directors after the Annual Meeting. As a result, there would only be two seats up for election in the 2025 class and then five in each of the 2026 and 2027 classes - which Elliott argues in the complaint is in violation of the Company's governing documents requiring director classes to be equalized.

Despite Elliott's private request for clarification, Phillips has yet to reveal the number of board seats up for election or the identities of its nominees. This lack of disclosure has prompted Elliott to file a complaint to safeguard its shareholder rights, Elliott said.