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PHILLIPS 66 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and PHILLIPS 66’s Form 8-K, filed May 28, 2025 (Item 5.07 on EDGAR). Page generated October 14, 2026.

16Reported items
1,104Asset managers
14,931Fund votes
May 21, 2025Meeting date

Results at a glance

Meeting of May 21, 2025: 12 items on PHILLIPS 66’s Form 8-K, filed May 28, 2025: 4 elected · 2 approved · 4 not elected · 2 not approved.

Not approved or not elected

2. Management proposal to approve the declassification of the Board of Directors 98% of votes cast Not approved A stricter vote than a majority of the votes cast may have applied to this item; the filing does not state it.

Contested election

Nominees the filing reports as not elected, and nominees under 80% of the votes cast.

Elect Director: A. Nigel Hearne 55% of votes cast Elected Company nominee
Elect Director: John E. Lowe 42% of votes cast Not elected Company nominee
Elect Director: Robert W. Pease 55% of votes cast Elected Company nominee
Elect Director: Howard I. Ungerleider 46.8% of votes cast Not elected Company nominee
Elect Director: Brian S. Coffman 51.9% of votes cast Not elected Shareholder’s nominee
Elect Director: Sigmund L. Cornelius 56% of votes cast Elected Shareholder’s nominee
Elect Director: Michael A. Heim 52.8% of votes cast Elected Shareholder’s nominee
Elect Director: Stacy D. Nieuwoudt 36% of votes cast Not elected Shareholder’s nominee

Material dissent

None beyond the items above.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore PHILLIPS 66 in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by PHILLIPS 66

These tallies are PHILLIPS 66’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 28, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

PHILLIPS 66 — official shareholder meeting results, meeting held May 21, 2025
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: A. Nigel Hearne	167,949,641	--	--	135,742,964	--	55%	Elected	—
Elect Director: John E. Lowe	128,390,451	--	--	175,342,537	--	42%	Not elected	—
Elect Director: Robert W. Pease	168,482,157	--	--	135,204,208	--	55%	Elected	—
Elect Director: Howard I. Ungerleider	142,036,918	--	--	161,648,211	--	46.8%	Not elected	—
Elect Director: Brian S. Coffman	157,195,388	--	--	145,664,633	--	51.9%	Not elected	—
Elect Director: Sigmund L. Cornelius	168,627,166	--	--	134,193,219	--	56%	Elected	—
Elect Director: Michael A. Heim	160,048,008	--	--	142,812,624	--	52.8%	Elected	—
Elect Director: Stacy D. Nieuwoudt	108,504,870	--	--	194,352,817	--	36%	Not elected	—
2. Management proposal to approve the declassification of the Board of Directors	295,250,873	7,087,290	2,156,174	--	6,550,795	98%	Not approved A stricter vote than a majority of the votes cast may have applied to this item; the filing does not state it.	—
3. Proposal to approve, on an advisory basis, named executive officer compensation	254,968,960	42,326,860	7,198,517	--	6,550,795	86%	Approved	—
5. Proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm	300,825,734	4,553,490	5,665,908	--	--	99%	Approved	—
6. Non-binding Shareholder proposal requiring annual director resignations	99,489,243	202,748,330	2,256,764	--	6,550,795	33%	Not approved	—

Source: PHILLIPS 66, Form 8-K, filed with the SEC on May 28, 2025 — read the filing on EDGAR.

How asset managers voted at the PHILLIPS 66 2024-2025 meeting

Each item below shows how the 1,104 asset managers that disclosed a PHILLIPS 66 vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of PHILLIPS 66’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: A. Nigel Hearne

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 16 wordings of this item as funds reported it.

55% Majority: yes · of votes cast

FOR 55%WITHHELD

FOR: 167,949,641WITHHELD: 135,742,964

Details: description as filed, official tally, votes by 188 asset managers

Description as filed by funds: Elliott's proposal to elect Brian S. Coffman, Sigmund L. Cornelius, Michael A. Heim and Stacy D. Nieuwoudt as Class I Directors to hold office until the Company's 2028 Annual Meeting of Stockholders: COMPANY NOMINEES OPPOSED BY ELLIOTT: A. Nigel Hearne

PHILLIPS 66’s own tally for this item (“Elect Director: A. Nigel Hearne”): 167,949,641 for, 135,742,964 withheld, per its Form 8-K filed May 28, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “As a result of the vote, A. Nigel Hearne, Robert W. Pease, Sigmund L. Cornelius and Michael A. Heim were elected to the Board of Directors, by the following votes:”
Support: 55% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 188 asset managers below reported 88,840,660 for, 66,228 against, 24,266,144 withheld, 75,808 abstained, 282,292 not voted.

FORWITHHOLD

FOR: 88,840,660AGAINST: 66,228ABSTAIN: 75,808WITHHOLD: 24,266,144NOT VOTED: 282,292

Largest asset managers voting on “Elliott's proposal to elect Brian S. Coffman, Sigmund L. Cornelius, Michael A. Heim and Stacy D. Nieuwoudt as ” at PHILLIPS 66, 2024-2025
Asset manager	For	Against	Withheld	Vote
Vanguard	38,428,514	8,682	17,191	For
State Street	11,594,830	0	0	For
BlackRock	11,588,378	0	0	For
Fidelity	10,657,878	0	147,500	For
HARRIS ASSOCIATES INVESTMENT TRUST	0	0	9,116,800	Withhold
Invesco	114,767	0	3,120,442	Withhold
Charles Schwab	3,054,537	0	0	For
T. Rowe Price	1,858,936	0	1,140,853	Mixed
Dimensional	0	0	2,934,271	Withhold
BNY Mellon	2,277,104	0	4,414	For
TIAA	0	0	1,224,618	Withhold
Bridge Builder Trust	871,999	0	337,699	Mixed
Jackson National	1,185,417	0	11,311	For
John Hancock	0	0	1,080,029	Withhold
MASTER INVESTMENT PORTFOLIO	664,359	0	0	For
MFS	568,956	0	0	For
Neuberger Berman	487,420	0	0	For
Principal	363,094	0	89,013	Mixed
Equitable	216,465	0	221,507	Mixed
Goldman Sachs	415,711	0	0	For
Natixis	256	0	392,999	Withhold
Two Roads Shared Trust	575	0	365,306	Withhold
Six Circles Trust	349,247	0	0	For
Prudential/PGIM	236,451	0	92,716	Mixed
Nationwide	188,407	0	133,392	Mixed

Showing the 25 largest of 188 asset managers. See all 188 in the interactive database.

2. Elect Director: Howard I. Ungerleider

Official resultDIRECTOR ELECTIONSReported outcome: Not elected

Combines 15 wordings of this item as funds reported it.

46.8% Plurality election · of votes cast

FOR 46.8%WITHHELD

FOR: 142,036,918WITHHELD: 161,648,211

Details: description as filed, official tally, votes by 188 asset managers

PHILLIPS 66’s own tally for this item (“Elect Director: Howard I. Ungerleider”): 142,036,918 for, 161,648,211 withheld, per its Form 8-K filed May 28, 2025 (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here.

Reported outcome: Not elected, in the filing’s own words: “As a result of the vote, A. Nigel Hearne, Robert W. Pease, Sigmund L. Cornelius and Michael A. Heim were elected to the Board of Directors, by the following votes:”
Support: 46.8% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 188 asset managers below reported 76,800,445 for, 66,228 against, 36,294,737 withheld, 80,987 abstained, 282,292 not voted.

FORWITHHOLD

FOR: 76,800,445AGAINST: 66,228ABSTAIN: 80,987WITHHOLD: 36,294,737NOT VOTED: 282,292

Largest asset managers voting on “Elliott's proposal to elect Brian S. Coffman, Sigmund L. Cornelius, Michael A. Heim and Stacy D. Nieuwoudt as ” at PHILLIPS 66, 2024-2025
Asset manager	For	Against	Withheld	Vote
Vanguard	38,414,965	8,682	30,741	For
State Street	11,594,830	0	0	For
BlackRock	11,588,378	0	0	For
Fidelity	7,850,088	0	2,955,290	Mixed
HARRIS ASSOCIATES INVESTMENT TRUST	0	0	9,116,800	Withhold
Invesco	114,767	0	3,120,442	Withhold
Charles Schwab	0	0	3,054,537	Withhold
T. Rowe Price	1,858,936	0	1,140,853	Mixed
Dimensional	0	0	2,934,271	Withhold
BNY Mellon	425,091	0	1,856,427	Mixed
TIAA	0	0	1,224,618	Withhold
Bridge Builder Trust	699,279	0	510,419	Mixed
Jackson National	202,726	0	994,002	Mixed
John Hancock	0	0	1,080,029	Withhold
MASTER INVESTMENT PORTFOLIO	664,359	0	0	For
MFS	0	0	568,956	Withhold
Neuberger Berman	0	0	487,420	Withhold
Principal	363,094	0	89,013	Mixed
Equitable	216,465	0	221,507	Mixed
Goldman Sachs	415,711	0	0	For
Natixis	0	0	393,211	Withhold
Two Roads Shared Trust	575	0	365,306	Withhold
Six Circles Trust	349,247	0	0	For
Prudential/PGIM	0	0	329,167	Withhold
Nationwide	16,493	0	305,306	Mixed

Showing the 25 largest of 188 asset managers. See all 188 in the interactive database.

3. Elect Director: John E. Lowe

Official resultDIRECTOR ELECTIONSReported outcome: Not elected

Combines 15 wordings of this item as funds reported it.

42% Plurality election · of votes cast

FOR 42%WITHHELD

FOR: 128,390,451WITHHELD: 175,342,537

Details: description as filed, official tally, votes by 188 asset managers

PHILLIPS 66’s own tally for this item (“Elect Director: John E. Lowe”): 128,390,451 for, 175,342,537 withheld, per its Form 8-K filed May 28, 2025 (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here.

Reported outcome: Not elected, in the filing’s own words: “As a result of the vote, A. Nigel Hearne, Robert W. Pease, Sigmund L. Cornelius and Michael A. Heim were elected to the Board of Directors, by the following votes:”
Support: 42% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 188 asset managers below reported 67,823,908 for, 66,228 against, 45,277,674 withheld, 80,987 abstained, 282,292 not voted.

FORWITHHOLD

FOR: 67,823,908AGAINST: 66,228ABSTAIN: 80,987WITHHOLD: 45,277,674NOT VOTED: 282,292

Largest asset managers voting on “Elliott's proposal to elect Brian S. Coffman, Sigmund L. Cornelius, Michael A. Heim and Stacy D. Nieuwoudt as ” at PHILLIPS 66, 2024-2025
Asset manager	For	Against	Withheld	Vote
Vanguard	38,414,965	8,682	30,741	For
State Street	11,594,830	0	0	For
BlackRock	11,588,378	0	0	For
Fidelity	319,579	0	10,485,799	Withhold
HARRIS ASSOCIATES INVESTMENT TRUST	0	0	9,116,800	Withhold
Invesco	114,767	0	3,120,442	Withhold
Charles Schwab	0	0	3,054,537	Withhold
T. Rowe Price	0	0	2,999,789	Withhold
Dimensional	0	0	2,934,271	Withhold
BNY Mellon	511,910	0	1,769,608	Mixed
TIAA	0	0	1,224,618	Withhold
Bridge Builder Trust	699,279	0	510,419	Mixed
Jackson National	618,632	0	578,096	Mixed
John Hancock	0	0	1,080,029	Withhold
MASTER INVESTMENT PORTFOLIO	664,359	0	0	For
MFS	0	0	568,956	Withhold
Neuberger Berman	0	0	487,420	Withhold
Principal	363,094	0	89,013	Mixed
Equitable	216,465	0	221,507	Mixed
Goldman Sachs	415,711	0	0	For
Natixis	0	0	393,211	Withhold
Two Roads Shared Trust	575	0	365,306	Withhold
Six Circles Trust	349,247	0	0	For
Prudential/PGIM	0	0	329,167	Withhold
Nationwide	16,493	0	305,306	Mixed

Showing the 25 largest of 188 asset managers. See all 188 in the interactive database.

4. Elect Director: Robert W. Pease

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 15 wordings of this item as funds reported it.

55% Majority: yes · of votes cast

FOR 55%WITHHELD

FOR: 168,482,157WITHHELD: 135,204,208

Details: description as filed, official tally, votes by 188 asset managers

PHILLIPS 66’s own tally for this item (“Elect Director: Robert W. Pease”): 168,482,157 for, 135,204,208 withheld, per its Form 8-K filed May 28, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 188 asset managers below reported 93,312,852 for, 72,628 against, 19,775,974 withheld, 80,987 abstained, 282,292 not voted, 6,400 1 year.

FORWITHHOLD

FOR: 93,312,852AGAINST: 72,628ABSTAIN: 80,987WITHHOLD: 19,775,974NOT VOTED: 282,2921 YEAR: 6,400

Largest asset managers voting on “Elliott's proposal to elect Brian S. Coffman, Sigmund L. Cornelius, Michael A. Heim and Stacy D. Nieuwoudt as ” at PHILLIPS 66, 2024-2025
Asset manager	For	Against	Withheld	Vote
Vanguard	38,414,965	8,682	30,741	For
State Street	11,594,830	0	0	For
BlackRock	11,588,378	0	0	For
Fidelity	7,850,088	0	2,955,290	Mixed
HARRIS ASSOCIATES INVESTMENT TRUST	9,116,800	0	0	For
Invesco	3,233,786	0	1,423	For
Charles Schwab	0	0	3,054,537	Withhold
T. Rowe Price	1,858,936	0	1,140,853	Mixed
Dimensional	0	0	2,934,271	Withhold
BNY Mellon	2,277,104	0	4,414	For
TIAA	0	0	1,224,618	Withhold
Bridge Builder Trust	699,279	0	510,419	Mixed
Jackson National	1,185,417	0	11,311	For
John Hancock	0	0	1,080,029	Withhold
MASTER INVESTMENT PORTFOLIO	664,359	0	0	For
MFS	0	0	568,956	Withhold
Neuberger Berman	487,420	0	0	For
Principal	363,094	0	89,013	Mixed
Equitable	218,575	0	219,397	Mixed
Goldman Sachs	415,711	0	0	For
Natixis	386,198	0	7,057	For
Two Roads Shared Trust	575	0	365,306	Withhold
Six Circles Trust	349,247	0	0	For
Prudential/PGIM	0	0	329,167	Withhold
Nationwide	188,407	0	133,392	Mixed

Showing the 25 largest of 188 asset managers. See all 188 in the interactive database.

5. Elect Director: Sigmund L. Cornelius

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 14 wordings of this item as funds reported it.

56% Majority: yes · of votes cast

FOR 56%WITHHELD

FOR: 168,627,166WITHHELD: 134,193,219

Details: description as filed, official tally, votes by 188 asset managers

PHILLIPS 66’s own tally for this item (“Elect Director: Sigmund L. Cornelius”): 168,627,166 for, 134,193,219 withheld, per its Form 8-K filed May 28, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “As a result of the vote, A. Nigel Hearne, Robert W. Pease, Sigmund L. Cornelius and Michael A. Heim were elected to the Board of Directors, by the following votes:”
Support: 56% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 188 asset managers below reported 42,798,003 for, 267 against, 70,501,037 withheld, 18,737 abstained, 282,292 not voted.

FORWITHHOLD

FOR: 42,798,003AGAINST: 267ABSTAIN: 18,737WITHHOLD: 70,501,037NOT VOTED: 282,292

Largest asset managers voting on “Elliott's proposal to elect Brian S. Coffman, Sigmund L. Cornelius, Michael A. Heim and Stacy D. Nieuwoudt as ” at PHILLIPS 66, 2024-2025
Asset manager	For	Withheld	Vote
Vanguard	39,423	38,414,965	Withhold
State Street	0	11,594,830	Withhold
BlackRock	0	11,588,378	Withhold
Fidelity	10,485,799	319,579	For
HARRIS ASSOCIATES INVESTMENT TRUST	9,116,800	0	For
Invesco	3,120,442	114,767	For
Charles Schwab	3,054,537	0	For
T. Rowe Price	1,140,853	1,858,936	Mixed
Dimensional	2,934,271	0	For
BNY Mellon	1,769,608	511,910	Mixed
TIAA	1,224,618	0	For
Bridge Builder Trust	510,419	699,279	Mixed
Jackson National	375,370	821,358	Mixed
John Hancock	1,080,029	0	For
MASTER INVESTMENT PORTFOLIO	0	664,359	Withhold
MFS	568,956	0	For
Neuberger Berman	487,420	0	For
Principal	89,013	363,094	Mixed
Equitable	221,507	216,465	Mixed
Goldman Sachs	0	415,711	Withhold
Natixis	393,211	0	For
Two Roads Shared Trust	365,306	575	For
Six Circles Trust	0	349,247	Withhold
Prudential/PGIM	329,167	0	For
Nationwide	305,306	16,493	Mixed

Showing the 25 largest of 188 asset managers. See all 188 in the interactive database.

6. Elect Director: Stacy D. Nieuwoudt

Official resultDIRECTOR ELECTIONSReported outcome: Not elected

Combines 14 wordings of this item as funds reported it.

36% Plurality election · of votes cast

FOR 36%WITHHELD

FOR: 108,504,870WITHHELD: 194,352,817

Details: description as filed, official tally, votes by 188 asset managers

PHILLIPS 66’s own tally for this item (“Elect Director: Stacy D. Nieuwoudt”): 108,504,870 for, 194,352,817 withheld, per its Form 8-K filed May 28, 2025 (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here.

Reported outcome: Not elected, in the filing’s own words: “As a result of the vote, A. Nigel Hearne, Robert W. Pease, Sigmund L. Cornelius and Michael A. Heim were elected to the Board of Directors, by the following votes:”
Support: 36% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 188 asset managers below reported 10,635,021 for, 267 against, 102,658,839 withheld, 17,516 abstained, 282,292 not voted.

WITHHOLD

FOR: 10,635,021AGAINST: 267ABSTAIN: 17,516WITHHOLD: 102,658,839NOT VOTED: 282,292

Largest asset managers voting on “Elliott's proposal to elect Brian S. Coffman, Sigmund L. Cornelius, Michael A. Heim and Stacy D. Nieuwoudt as ” at PHILLIPS 66, 2024-2025
Asset manager	For	Withheld	Vote
Vanguard	25,873	38,428,514	Withhold
State Street	0	11,594,830	Withhold
BlackRock	0	11,588,378	Withhold
Fidelity	147,500	10,657,878	Withhold
HARRIS ASSOCIATES INVESTMENT TRUST	0	9,116,800	Withhold
Invesco	1,423	3,233,786	Withhold
Charles Schwab	0	3,054,537	Withhold
T. Rowe Price	757,267	2,242,522	Mixed
Dimensional	2,934,271	0	For
BNY Mellon	4,414	2,277,104	Withhold
TIAA	1,224,618	0	For
Bridge Builder Trust	249,299	960,399	Mixed
Jackson National	11,311	1,185,417	Withhold
John Hancock	1,048,732	31,297	For
MASTER INVESTMENT PORTFOLIO	0	664,359	Withhold
MFS	0	568,956	Withhold
Neuberger Berman	0	487,420	Withhold
Principal	89,013	363,094	Mixed
Equitable	219,397	218,575	Mixed
Goldman Sachs	0	415,711	Withhold
Natixis	6,801	386,410	Withhold
Two Roads Shared Trust	365,306	575	For
Six Circles Trust	0	349,247	Withhold
Prudential/PGIM	92,716	236,451	Mixed
Nationwide	133,392	188,407	Mixed

Showing the 25 largest of 188 asset managers. See all 188 in the interactive database.

7. Elect Director: Brian S. Coffman

Official resultDIRECTOR ELECTIONSReported outcome: Not elected

Combines 12 wordings of this item as funds reported it.

51.9% Majority: yes · of votes cast

FOR 51.9%WITHHELD

FOR: 157,195,388WITHHELD: 145,664,633

Details: description as filed, official tally, votes by 187 asset managers

PHILLIPS 66’s own tally for this item (“Elect Director: Brian S. Coffman”): 157,195,388 for, 145,664,633 withheld, per its Form 8-K filed May 28, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Not elected, in the filing’s own words: “As a result of the vote, A. Nigel Hearne, Robert W. Pease, Sigmund L. Cornelius and Michael A. Heim were elected to the Board of Directors, by the following votes:”
Support: 51.9% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 187 asset managers below reported 33,752,954 for, 267 against, 79,480,140 withheld, 18,737 abstained, 282,292 not voted.

FORWITHHOLD

FOR: 33,752,954AGAINST: 267ABSTAIN: 18,737WITHHOLD: 79,480,140NOT VOTED: 282,292

Largest asset managers voting on “Elliott's proposal to elect Brian S. Coffman, Sigmund L. Cornelius, Michael A. Heim and Stacy D. Nieuwoudt as ” at PHILLIPS 66, 2024-2025
Asset manager	For	Withheld	Vote
Vanguard	39,423	38,414,965	Withhold
State Street	0	11,594,830	Withhold
BlackRock	0	11,588,378	Withhold
Fidelity	2,955,290	7,850,088	Mixed
HARRIS ASSOCIATES INVESTMENT TRUST	9,116,800	0	For
Invesco	3,120,442	114,767	For
Charles Schwab	3,054,537	0	For
T. Rowe Price	1,140,853	1,858,936	Mixed
Dimensional	2,934,271	0	For
BNY Mellon	91,233	2,190,285	Withhold
TIAA	1,224,618	0	For
Bridge Builder Trust	510,419	699,279	Mixed
Jackson National	629,943	566,785	Mixed
John Hancock	1,080,029	0	For
MASTER INVESTMENT PORTFOLIO	0	664,359	Withhold
MFS	568,956	0	For
Neuberger Berman	0	487,420	Withhold
Principal	89,013	363,094	Mixed
Equitable	221,507	216,465	Mixed
Goldman Sachs	0	415,711	Withhold
Natixis	393,211	0	For
Two Roads Shared Trust	365,306	575	For
Six Circles Trust	0	349,247	Withhold
Prudential/PGIM	329,167	0	For
Nationwide	133,392	188,407	Mixed

Showing the 25 largest of 187 asset managers. See all 187 in the interactive database.

8. Elect Director: Michael A. Heim

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 12 wordings of this item as funds reported it.

52.8% Majority: yes · of votes cast

FOR 52.8%WITHHELD

FOR: 160,048,008WITHHELD: 142,812,624

Details: description as filed, official tally, votes by 187 asset managers

PHILLIPS 66’s own tally for this item (“Elect Director: Michael A. Heim”): 160,048,008 for, 142,812,624 withheld, per its Form 8-K filed May 28, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “As a result of the vote, A. Nigel Hearne, Robert W. Pease, Sigmund L. Cornelius and Michael A. Heim were elected to the Board of Directors, by the following votes:”
Support: 52.8% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 187 asset managers below reported 35,719,931 for, 267 against, 77,553,163 withheld, 18,737 abstained, 282,292 not voted.

FORWITHHOLD

FOR: 35,719,931AGAINST: 267ABSTAIN: 18,737WITHHOLD: 77,553,163NOT VOTED: 282,292

Largest asset managers voting on “Elliott's proposal to elect Brian S. Coffman, Sigmund L. Cornelius, Michael A. Heim and Stacy D. Nieuwoudt as ” at PHILLIPS 66, 2024-2025
Asset manager	For	Withheld	Vote
Vanguard	39,423	38,414,965	Withhold
State Street	0	11,594,830	Withhold
BlackRock	0	11,588,378	Withhold
Fidelity	2,955,290	7,850,088	Mixed
HARRIS ASSOCIATES INVESTMENT TRUST	9,116,800	0	For
Invesco	3,120,442	114,767	For
Charles Schwab	3,054,537	0	For
T. Rowe Price	1,140,853	1,858,936	Mixed
Dimensional	2,934,271	0	For
BNY Mellon	1,769,608	511,910	Mixed
TIAA	1,224,618	0	For
Bridge Builder Trust	510,419	699,279	Mixed
Jackson National	375,370	821,358	Mixed
John Hancock	1,080,029	0	For
MASTER INVESTMENT PORTFOLIO	0	664,359	Withhold
MFS	568,956	0	For
Neuberger Berman	487,420	0	For
Principal	89,013	363,094	Mixed
Equitable	221,507	216,465	Mixed
Goldman Sachs	0	415,711	Withhold
Natixis	393,211	0	For
Two Roads Shared Trust	365,306	575	For
Six Circles Trust	0	349,247	Withhold
Prudential/PGIM	329,167	0	For
Nationwide	305,306	16,493	Mixed

Showing the 25 largest of 187 asset managers. See all 187 in the interactive database.

9. ELLIOTT'S PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, A RESOLUTION REQUESTING THAT THE BOARD OF DIRECTORS ADOPT A POLICY…

No official matchOTHER

Combines 4 wordings of this item as funds reported it.

66% of fund votes cast · no official result

FORAGAINST

Details: description as filed, votes by 158 asset managers

Description as filed by funds: ELLIOTT'S PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, A RESOLUTION REQUESTING THAT THE BOARD OF DIRECTORS ADOPT A POLICY TO IMPLEMENT THE ANNUAL ELECTION OF ALL DIRECTORS.

The 158 asset managers below reported 19,902,854 for, 10,405,026 against, 23,979 abstained, 104,252 not voted, 200 unknown. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 19,902,854AGAINST: 10,405,026ABSTAIN: 23,979NOT VOTED: 104,252UNKNOWN: 200

Largest asset managers voting on “ELLIOTT'S PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, A RESOLUTION REQUESTING THAT THE BOARD OF DIRECTORS ADOPT” at PHILLIPS 66, 2024-2025
Asset manager	For	Against	Abstain	Vote
HARRIS ASSOCIATES INVESTMENT TRUST	9,116,800	0	0	For
Charles Schwab	3,054,537	0	0	For
Dimensional	0	2,934,271	0	Against
BNY Mellon	1,765,194	91,233	0	For
TIAA	1,224,618	0	0	For
T. Rowe Price	0	1,140,853	0	Against
John Hancock	0	1,080,029	0	Against
Jackson National	364,059	629,943	0	Mixed
MFS	0	568,956	0	Against
Bridge Builder Trust	172,720	337,699	0	Mixed
Neuberger Berman	487,420	0	0	For
Natixis	386,410	6,801	0	For
Two Roads Shared Trust	365,306	0	0	For
Prudential/PGIM	236,451	92,716	0	Mixed
Nationwide	171,914	133,392	0	Mixed
WisdomTree	0	292,648	0	Against
Fidelity	128,500	147,500	0	Mixed
SEI	242,447	0	0	For
First Trust	0	241,584	0	Against
AB RELATIVE VALUE FUND, INC.	0	231,255	0	Against
Equitable	0	219,397	0	Against
Brighthouse	102,500	79,556	23,976	Mixed
Pacer Funds Trust	205,003	0	0	For
ALPS ETF Trust	0	190,878	0	Against
PIMCO	0	187,172	0	Against

Showing the 25 largest of 158 asset managers. See all 158 in the interactive database.

10. 2. Management proposal to approve the declassification of the Board of Directors

Official resultSHAREHOLDER RIGHTS AND DEFENSESReported outcome: Not approved

Combines 4 wordings of this item as funds reported it.

98% Not approved · of votes cast

FOR 98%

FOR: 295,250,873AGAINST: 7,087,290

Details: description as filed, official tally, votes by 158 asset managers

Description as filed by funds: The Company's proposal to approve the declassification of the Board of Directors.

PHILLIPS 66’s own tally for this item (“2. Management proposal to approve the declassification of the Board of Directors”): 295,250,873 for, 7,087,290 against — failed, per its Form 8-K filed May 28, 2025 (Item 5.07). This item required more than a simple majority of votes cast — see the filing.

Reported outcome: Not approved, in the filing’s own words: “The shareholders did not approve an amendment to the Company's Certificate of Incorporation and By-Laws to declassify the Board of Directors over a three-year period, by the following votes:”
A stricter vote than a majority of the votes cast may have applied to this item; the filing does not state it.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 158 asset managers below reported 30,350,436 for, 1,100 against, 3 abstained, 104,252 not voted.

FOR

FOR: 30,350,436AGAINST: 1,100ABSTAIN: 3NOT VOTED: 104,252

Largest asset managers voting on “The Company's proposal to approve the declassification of the Board of Directors.” at PHILLIPS 66, 2024-2025
Asset manager	For	Vote
HARRIS ASSOCIATES INVESTMENT TRUST	9,116,800	For
Charles Schwab	3,054,537	For
Dimensional	2,934,271	For
BNY Mellon	1,856,427	For
TIAA	1,224,618	For
T. Rowe Price	1,140,853	For
John Hancock	1,080,029	For
Jackson National	994,002	For
MFS	568,956	For
Bridge Builder Trust	510,419	For
Neuberger Berman	487,420	For
Natixis	393,211	For
Two Roads Shared Trust	365,306	For
Prudential/PGIM	329,167	For
Nationwide	305,306	For
WisdomTree	292,648	For
Fidelity	276,000	For
SEI	242,447	For
First Trust	241,584	For
AB RELATIVE VALUE FUND, INC.	231,255	For
Equitable	219,397	For
Brighthouse	206,032	For
Pacer Funds Trust	205,003	For
ALPS ETF Trust	190,878	For
PIMCO	187,172	For

Showing the 25 largest of 158 asset managers. See all 158 in the interactive database.

11. Management Proposal to Approve the Declassification of the Board of Directors

No official matchOTHER

Combines 3 wordings of this item as funds reported it.

99.9% of fund votes cast · no official result

FOR

Details: votes by 75 asset managers

The 75 asset managers below reported 82,603,711 for, 1,718 against, 27,839 abstained, 178,040 not voted. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 82,603,711AGAINST: 1,718ABSTAIN: 27,839NOT VOTED: 178,040

Largest asset managers voting on “Management Proposal to Approve the Declassification of the Board of Directors” at PHILLIPS 66, 2024-2025
Asset manager	For	Vote
Vanguard	38,423,163	For
State Street	11,594,830	For
BlackRock	11,588,378	For
Fidelity	10,529,378	For
Invesco	3,233,786	For
T. Rowe Price	1,858,936	For
Bridge Builder Trust	699,279	For
MASTER INVESTMENT PORTFOLIO	664,359	For
BNY Mellon	425,091	For
Goldman Sachs	415,711	For
Principal	363,094	For
Six Circles Trust	349,247	For
New York Life	235,098	For
Equitable	218,575	For
Jackson National	202,726	For
JPMorgan	197,942	For
AMERICAN BEACON FUNDS	196,218	For
EA Series Trust	154,594	For
Northern Trust	142,375	For
ADAMS NATURAL RESOURCES FUND, INC.	134,575	For
Lincoln Financial	93,458	For
TOUCHSTONE FUNDS GROUP TRUST	111,240	For
TOUCHSTONE STRATEGIC TRUST	104,422	For
PERMANENT PORTFOLIO FAMILY OF FUNDS	80,000	For
Brighthouse	0	Not Voted

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

12. 6. Non-binding Shareholder proposal requiring annual director resignations

Official resultINVESTMENT COMPANY MATTERSReported outcome: Not approved

Combines 4 wordings of this item as funds reported it.

33% Not approved · of votes cast

FOR 33%AGAINST

FOR: 99,489,243AGAINST: 202,748,330

Details: description as filed, official tally, votes by 82 asset managers

Description as filed by funds: Elliott Proposal Requiring Annual Director Resignations

PHILLIPS 66’s own tally for this item (“6. Non-binding Shareholder proposal requiring annual director resignations”): 99,489,243 for, 202,748,330 against — failed, per its Form 8-K filed May 28, 2025 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “The shareholders did not approve the non-binding shareholder proposal requesting the Board adopt a policy requiring directors to deliver a letter of resignation effective at the next annual meeting of shareholders each year prior to the nomination of director candidates, by the following votes:”
Support: 33% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 82 asset managers below reported 7,825,412 for, 74,966,790 against, 102,430 abstained, 178,040 not voted.

AGAINST

FOR: 7,825,412AGAINST: 74,966,790ABSTAIN: 102,430NOT VOTED: 178,040

Largest asset managers voting on “Elliott Proposal Requiring Annual Director Resignations” at PHILLIPS 66, 2024-2025
Asset manager	For	Against	Vote
Vanguard	0	38,423,163	Against
State Street	0	11,594,830	Against
BlackRock	0	11,588,378	Against
Fidelity	7,530,509	2,998,869	Mixed
Invesco	114,767	3,119,019	Against
T. Rowe Price	0	1,858,936	Against
Bridge Builder Trust	0	699,279	Against
MASTER INVESTMENT PORTFOLIO	0	664,359	Against
BNY Mellon	0	425,091	Against
Goldman Sachs	0	415,711	Against
Principal	0	363,094	Against
Six Circles Trust	0	349,247	Against
New York Life	0	235,098	Against
Equitable	0	218,575	Against
Jackson National	0	202,726	Against
JPMorgan	0	197,942	Against
AMERICAN BEACON FUNDS	0	196,218	Against
EA Series Trust	0	154,594	Against
Northern Trust	142,375	0	For
ADAMS NATURAL RESOURCES FUND, INC.	0	134,575	Against
Lincoln Financial	0	93,458	Against
TOUCHSTONE FUNDS GROUP TRUST	0	111,240	Against
GuideStone	0	110,244	Against
TOUCHSTONE STRATEGIC TRUST	0	104,422	Against
PERMANENT PORTFOLIO FAMILY OF FUNDS	0	80,000	Against

Showing the 25 largest of 82 asset managers. See all 82 in the interactive database.

13. 3. Proposal to approve, on an advisory basis, named executive officer compensation

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 37 wordings of this item as funds reported it.

86% Approved · of votes cast

FOR 86%AGAINST

FOR: 254,968,960AGAINST: 42,326,860

Details: description as filed, official tally, votes by 1,099 asset managers

Description as filed by funds: THE COMPANY'S PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION.

PHILLIPS 66’s own tally for this item (“3. Proposal to approve, on an advisory basis, named executive officer compensation”): 254,968,960 for, 42,326,860 against — passed, per its Form 8-K filed May 28, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers, by the following votes:”
Support: 86% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports: 180 asset managers voting on “THE COMPANY'S PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION.” at PHILLIPS 66, 2024-2025
Asset manager	For	Against	Vote
Vanguard	38,428,514	25,873	For
State Street	11,594,830	0	For
BlackRock	11,588,378	0	For
Fidelity	10,805,378	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	9,116,800	0	For
Invesco	3,235,209	0	For
Charles Schwab	3,054,537	0	For
T. Rowe Price	2,999,789	0	For
Dimensional	2,934,271	0	For
BNY Mellon	2,281,518	0	For
TIAA	1,224,618	0	For
Bridge Builder Trust	1,033,691	176,007	Mixed
Jackson National	1,196,728	0	For
John Hancock	1,080,029	0	For
MASTER INVESTMENT PORTFOLIO	664,359	0	For
MFS	568,956	0	For
Neuberger Berman	487,420	0	For
Principal	452,107	0	For
Equitable	437,972	0	For
Goldman Sachs	415,711	0	For
Natixis	393,211	0	For
Two Roads Shared Trust	365,881	0	For
Six Circles Trust	349,247	0	For
Prudential/PGIM	92,716	236,451	Mixed
Nationwide	321,799	0	For

Fund voting reports, all 180 managers: 112,210,021 for, 787,398 against, 157,255 abstained, 282,292 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 920 asset managers voting on “THE COMPANY'S PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION.” at PHILLIPS 66, 2024-2025
Asset manager	For	Against	Abstain	Vote
State Street	18,835,384	5,541	0	For
Elliott	0	0	0	--
HARRIS ASSOCIATES L P	12,539,657	0	0	For
BlackRock	11,907,010	3,932	0	For
GEODE CAPITAL MANAGEMENT, LLC	8,794,216	0	0	For
T. Rowe Price	8,378,689	0	0	For
UBS	6,343,163	34,836	0	For
Invesco	4,395,365	0	0	For
Newton Investment Management North America, LLC	3,850,279	0	0	For
Northern Trust	3,710,851	22,115	0	For
Charles Schwab	3,106,743	0	0	For
Fidelity	3,022,696	0	0	For
Legal & General Investment Management Ltd	0	2,947,478	798	Against
Vanguard	2,636,030	0	0	For
BARROW HANLEY MEWHINNEY & STRAUSS LLC	2,600,581	0	0	For
PARAMETRIC PORTFOLIO ASSOCIATES LLC	0	2,184,949	0	Against
MELLON INVESTMENTS Corp	2,078,663	0	0	For
Rhumbline	916,788	33,010	0	For
Amundi	1,859,470	14,573	0	For
BAHL & GAYNOR INC	1,728,454	0	0	For
FAYEZ SAROFIM & CO	1,407,644	0	0	For
Nuveen	1,259,818	0	0	For
BNY Mellon	1,185,983	0	0	For
ENVESTNET ASSET MANAGEMENT INC	1,071,366	0	0	For
NEWTON INVESTMENT MANAGEMENT LTD	1,066,127	0	0	For

Institutional-manager reports, all 920 managers: 134,968,185 for, 11,574,739 against, 12,608 withheld, 427,309 abstained, 890,854 not voted, 16,677,317 1 year, 45,205 unknown. Showing the 25 largest; see all in the interactive database.

14. THE COMPANY'S PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE SHAREHOLDER ADVISORY VOTES TO APPROVE…

No official match Fund totals may overlapSECTION 14A SAY-ON-PAY VOTES

Combines 12 wordings of this item as funds reported it.

4% Fund and manager reports combined; may count the same shares twice · no official result

1 YEAR

Details: description as filed, votes by 775 asset managers

Description as filed by funds: THE COMPANY'S PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE SHAREHOLDER ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 148 asset managers voting on “THE COMPANY'S PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE SHAREHOLDER ADVISORY VOTES TO” at PHILLIPS 66, 2024-2025
Asset manager	Abstain	Vote
HARRIS ASSOCIATES INVESTMENT TRUST	0	--
Charles Schwab	0	--
Dimensional	0	--
BNY Mellon	0	--
TIAA	0	--
T. Rowe Price	0	--
John Hancock	0	--
Jackson National	0	--
MFS	0	--
Bridge Builder Trust	0	--
Neuberger Berman	0	--
Natixis	0	--
Two Roads Shared Trust	0	--
Prudential/PGIM	0	--
Nationwide	0	--
WisdomTree	0	--
Fidelity	0	--
SEI	0	--
First Trust	0	--
AB RELATIVE VALUE FUND, INC.	0	--
Equitable	0	--
Brighthouse	23,976	Abstain
Pacer Funds Trust	0	--
ALPS ETF Trust	0	--
PIMCO	0	--

Fund voting reports, all 148 managers: 27,332 for, 23,976 abstained, 93,458 not voted, 26,870,018 1 year, 3,025,797 3 year, 378,390 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 619 asset managers voting on “THE COMPANY'S PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE SHAREHOLDER ADVISORY VOTES TO” at PHILLIPS 66, 2024-2025
Asset manager	For	Against	Vote
Elliott	0	15,725,000	Against
HARRIS ASSOCIATES L P	0	0	--
UBS	0	0	--
Newton Investment Management North America, LLC	0	0	--
Charles Schwab	0	0	--
Legal & General Investment Management Ltd	0	0	--
T. Rowe Price	0	0	--
PARAMETRIC PORTFOLIO ASSOCIATES LLC	0	0	--
MELLON INVESTMENTS Corp	0	0	--
Amundi	0	0	--
BAHL & GAYNOR INC	0	0	--
Nuveen	0	0	--
BNY Mellon	0	0	--
ENVESTNET ASSET MANAGEMENT INC	0	0	--
NEWTON INVESTMENT MANAGEMENT LTD	0	0	--
MASSACHUSETTS FINANCIAL SERVICES CO /MA/	0	0	--
LSV ASSET MANAGEMENT	0	0	--
BANK OF AMERICA NA	0	0	--
Stonegate Investment Group, LLC	0	0	--
Robeco Institutional Asset Management B.V.	0	0	--
JACOBS LEVY EQUITY MANAGEMENT, INC	0	0	--
Rhumbline	458,394	16,505	For
Neuberger Berman	0	0	--
PNC BANK, NATIONAL ASSOCIATION	0	0	--
Mitsubishi UFJ Asset Management Co., Ltd.	0	0	--

Institutional-manager reports, all 619 managers: 577,229 for, 15,741,505 against, 12,608 withheld, 129,484 abstained, 466 not voted, 73,746,821 1 year, 489,148 3 year, 74,308 unknown, 500 2 year. Showing the 25 largest; see all in the interactive database.

15. ADVISORY APPROVAL OF FREQUENCY OF FUTURE ADVISORY APPROVALS OF EXECUTIVE COMPENSATION

No official match Fund totals may overlapSECTION 14A SAY-ON-PAY VOTES

Combines 6 wordings of this item as funds reported it.

97% Fund and manager reports combined; may count the same shares twice · no official result

1 YEAR

Details: votes by 413 asset managers

Fund voting reports: 61 asset managers voting on “ADVISORY APPROVAL OF FREQUENCY OF FUTURE ADVISORY APPROVALS OF EXECUTIVE COMPENSATION” at PHILLIPS 66, 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
Vanguard	0	0	0	0	--
State Street	0	0	0	0	--
BlackRock	0	0	0	0	--
Fidelity	0	0	0	0	--
Invesco	0	0	0	0	--
T. Rowe Price	0	0	0	0	--
Bridge Builder Trust	0	0	0	0	--
MASTER INVESTMENT PORTFOLIO	0	0	0	0	--
BNY Mellon	0	0	0	0	--
Goldman Sachs	0	0	0	0	--
Principal	0	0	0	0	--
Six Circles Trust	0	0	0	0	--
New York Life	0	0	0	0	--
Equitable	0	0	0	0	--
Jackson National	0	0	0	0	--
JPMorgan	0	0	0	0	--
AMERICAN BEACON FUNDS	0	0	0	0	--
EA Series Trust	0	0	0	0	--
Northern Trust	0	0	0	0	--
ADAMS NATURAL RESOURCES FUND, INC.	0	0	0	0	--
Lincoln Financial	0	0	0	0	Not Voted
TOUCHSTONE FUNDS GROUP TRUST	0	0	0	0	--
TOUCHSTONE STRATEGIC TRUST	0	0	0	0	--
PERMANENT PORTFOLIO FAMILY OF FUNDS	0	0	0	0	--
Brighthouse	0	0	0	0	Not Voted

Fund voting reports, all 61 managers: 2,928 for, 12,836 abstained, 167,597 not voted, 82,439,570 1 year, 145,086 3 year. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 289 asset managers voting on “ADVISORY APPROVAL OF FREQUENCY OF FUTURE ADVISORY APPROVALS OF EXECUTIVE COMPENSATION” at PHILLIPS 66, 2024-2025
Asset manager	For	Against	Vote
State Street	0	0	--
BlackRock	0	0	--
GEODE CAPITAL MANAGEMENT, LLC	0	0	--
T. Rowe Price	0	0	--
Invesco	0	0	--
Northern Trust	0	0	--
Fidelity	0	0	--
BARROW HANLEY MEWHINNEY & STRAUSS LLC	0	0	--
Vanguard	0	0	--
Rhumbline	458,394	16,505	For
AllianceBernstein	0	0	--
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM	0	0	--
Newton Investment Management North America, LLC	0	0	--
Goldman Sachs	0	0	--
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM	0	0	--
TCTC Holdings, LLC	0	0	--
RNC CAPITAL MANAGEMENT LLC	0	0	--
BOSTON MANAGEMENT & RESEARCH	0	0	--
Janney Montgomery Scott LLC	0	0	--
FORT WASHINGTON INVESTMENT ADVISORS INC /OH/	0	0	--
NISA INVESTMENT ADVISORS, LLC	0	0	--
ROCKEFELLER FINANCIAL LLC	0	0	--
RAYMOND JAMES TRUST N.A.	0	0	--
Ensign Peak Advisors, Inc	0	0	--
Eldred Rock Partners, LLC	0	0	--

Institutional-manager reports, all 289 managers: 495,424 for, 16,673 against, 32,207 abstained, 245,945 not voted, 68,537,067 1 year, 126,576 3 year, 6,929 2 year. Showing the 25 largest; see all in the interactive database.

16. 5. Proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting…

Official resultOTHERReported outcome: Approved

Combines 13 wordings of this item as funds reported it.

99% Approved · of votes cast

FOR 99%

FOR: 300,825,734AGAINST: 4,553,490

Details: description as filed, official tally, votes by 195 asset managers

Description as filed by funds: THE COMPANY'S PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

PHILLIPS 66’s own tally for this item (“5. Proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm”): 300,825,734 for, 4,553,490 against — passed, per its Form 8-K filed May 28, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The shareholders approved the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2025, by the following votes:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 195 asset managers below reported 113,170,020 for, 6,420 against, 145,729 abstained, 282,292 not voted, 200 unknown.

FOR

FOR: 113,170,020AGAINST: 6,420ABSTAIN: 145,729NOT VOTED: 282,292UNKNOWN: 200

Largest asset managers voting on “THE COMPANY'S PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED ” at PHILLIPS 66, 2024-2025
Asset manager	For	Vote
Vanguard	38,454,387	For
State Street	11,594,830	For
BlackRock	11,588,378	For
Fidelity	10,805,378	For
HARRIS ASSOCIATES INVESTMENT TRUST	9,116,800	For
Invesco	3,235,209	For
Charles Schwab	3,054,537	For
T. Rowe Price	2,999,789	For
Dimensional	2,934,271	For
BNY Mellon	2,281,518	For
TIAA	1,224,618	For
Bridge Builder Trust	1,209,698	For
Jackson National	1,196,728	For
John Hancock	1,080,029	For
MASTER INVESTMENT PORTFOLIO	664,359	For
MFS	568,956	For
Neuberger Berman	487,420	For
Principal	452,107	For
Equitable	437,972	For
Goldman Sachs	415,711	For
Natixis	393,211	For
Two Roads Shared Trust	365,881	For
Six Circles Trust	349,247	For
Prudential/PGIM	329,167	For
Nationwide	321,799	For

Showing the 25 largest of 195 asset managers. See all 195 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of May 15, 2024, which belongs to the 2023-2024 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest PHILLIPS 66 shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 407,581,886 shares outstanding at the time of that meeting.

Fund voting reports: top PHILLIPS 66 shareholders by shares voted on “THE COMPANY'S PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S NAMED EXECUTIVE OFFICER…”, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	9.43%
2	State Street	2.84%
3	BlackRock	2.84%
4	Fidelity	2.65%
5	HARRIS ASSOCIATES INVESTMENT TRUST	2.24%
6	Invesco	0.79%
7	Charles Schwab	0.75%
8	T. Rowe Price	0.74%
9	Dimensional	0.72%
10	BNY Mellon	0.56%

Institutional-manager reports: top PHILLIPS 66 shareholders by shares voted on “THE COMPANY'S PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S NAMED EXECUTIVE OFFICER…”, 2024-2025
#	Asset manager	% of shares outstanding
1	State Street	4.62%
2	Elliott	3.86%
3	HARRIS ASSOCIATES L P	3.08%
4	BlackRock	2.92%
5	GEODE CAPITAL MANAGEMENT, LLC	2.16%
6	T. Rowe Price	2.06%
7	UBS	1.56%
8	Invesco	1.08%
9	Newton Investment Management North America, LLC	0.94%
10	Northern Trust	0.92%

Reported PHILLIPS 66 holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

PHILLIPS 66 holdings and ownership disclosed for the 2024-2025 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	9.91%	13F
BlackRock	7.34%	13F
State Street	6.39%	13F
BNY Mellon	2.17%	13F
Geode Capital	2.16%	13F
Morgan Stanley	1.65%	13F
T. Rowe Price	1.65%	13F
Invesco	1.17%	13F
Northern Trust	1.09%	13F
Norges Bank	1.03%	13F

Percentages above are of 407,581,886 shares outstanding, as reported by PHILLIPS 66 on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from PHILLIPS 66’s 10-Q dated March 31, 2025. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At PHILLIPS 66's shareholder meeting held May 21, 2025, in the 2024-2025 proxy season, 1,104 asset managers reported how they voted in their SEC Form N-PX filings, covering 14,931 separate fund positions. Their filings are grouped here into 16 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — THE COMPANY'S PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S NAMED EXECUTIVE OFFICER… — PHILLIPS 66's filing reports the proposal as approved, with 86% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: PHILLIPS 66's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 28, 2025.

PHILLIPS 66 proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.