Phillips 66 (NYSE: PSX) investors approve directors, executive pay and 2026 auditor

Rhea-AI Filing Summary

Phillips 66 reported the results of its Annual Meeting of Shareholders held on May 13, 2026. Shareholders elected four Class II directors to three-year terms ending at the 2029 annual meeting, with each nominee receiving over 271 million votes in favor and substantial broker non-votes recorded.

Shareholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 285,329,903 votes for, 10,789,646 against, and 1,671,953 abstentions. In addition, they ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for 2026 by 347,828,980 votes for, 3,118,895 against, and 912,709 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 400,982,591 shares Votes for Hayes: 271,041,189 votes Votes for Holley: 283,625,254 votes +4 more

7 metrics

Shares entitled to vote 400,982,591 shares Common stock outstanding and entitled to vote as of March 20, 2026

Votes for Hayes 271,041,189 votes Gregory J. Hayes director election

Votes for Holley 283,625,254 votes Charles M. Holley director election

Votes for Singleton 281,817,272 votes Denise R. Singleton director election

Votes for Ungerleider 282,277,844 votes Howard I. Ungerleider director election

Say-on-pay for votes 285,329,903 votes Advisory vote approving named executive officer compensation

Auditor ratification for votes 347,828,980 votes Ratification of Ernst & Young LLP as 2026 independent auditor

Key Terms

Annual Meeting of Shareholders, broker non-votes, independent registered public accounting firm, advisory basis, +1 more

5 terms

Annual Meeting of Shareholders financial

"Phillips 66 (the “Company”) held its Annual Meeting of Shareholders on May 13, 2026"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

broker non-votes financial

"by the following votes ... Abstentions ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers"

named executive officers financial

"the compensation of the Company’s named executive officers, by the following votes"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Understanding 8-K Material Events →

false 0001534701 0001534701 2026-05-13 2026-05-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 13, 2026

Date of Report (Date of earliest event reported)

Phillips 66

(Exact name of registrant as specified in its charter)

Delaware		001-35349		45-3779385
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2331 CityWest Boulevard

Houston, Texas 77042

(Address of principal executive offices and zip code)

(832) 765-3010

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.01 par value		PSX		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Phillips 66 (the “Company”) held its Annual Meeting of Shareholders on May 13, 2026 (the “Annual Meeting”). There were 400,982,591 shares of common stock outstanding and entitled to vote as of March 20, 2026, the record date for the Annual Meeting. The results of the matters submitted to a vote of the shareholders at the Annual Meeting are set forth below.

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

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

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

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						Phillips 66
Dated: May 14, 2026				By:		/s/ Vanessa A. Sutherland
						Vanessa A. Sutherland Executive Vice President

-3-

FAQ

What did Phillips 66 (PSX) shareholders decide at the 2026 annual meeting?

Shareholders elected four Class II directors, approved executive compensation on an advisory basis, and ratified Ernst & Young LLP as independent auditor for 2026, confirming the company’s proposed slate and governance items.

How many Phillips 66 (PSX) shares were entitled to vote at the 2026 annual meeting?

A total of 400,982,591 Phillips 66 common shares were outstanding and entitled to vote as of March 20, 2026, which served as the record date for the 2026 Annual Meeting of Shareholders.

How did Phillips 66 (PSX) shareholders vote on executive compensation?

Shareholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 285,329,903 votes for, 10,789,646 against, 1,671,953 abstentions, and 54,069,082 broker non-votes recorded at the meeting.

Which directors were elected at the Phillips 66 (PSX) 2026 annual meeting?

Shareholders elected Gregory J. Hayes, Charles M. Holley, Denise R. Singleton, and Howard I. Ungerleider as Class II directors, each to serve a three-year term ending at the 2029 annual meeting of shareholders, or until earlier resignation or removal.

Who is Phillips 66’s (PSX) independent auditor for 2026?

Ernst & Young LLP was ratified as Phillips 66’s independent registered public accounting firm for 2026, receiving 347,828,980 votes for, 3,118,895 against, and 912,709 abstentions from shareholders at the annual meeting.

Did any Phillips 66 (PSX) ballot item fail at the 2026 annual meeting?

All reported items passed: four Class II directors were elected, the advisory vote on named executive officer compensation was approved, and Ernst & Young LLP was ratified as independent auditor for 2026 by strong shareholder support.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB