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Phillips 66 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Phillips 66’s Form 8-K, filed May 14, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.

6Ballot items
1,282Asset managers
7,676Fund votes
May 13, 2026Meeting date

Results at a glance

Meeting of May 13, 2026: 6 items on Phillips 66’s Form 8-K, filed May 14, 2026: 2 approved · 4 without a stated outcome.

Material dissent

None.

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 2025-2026 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 14, 2026 (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 13, 2026
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Gregory J. Hayes	271,041,189	26,115,802	634,511	--	54,069,082	91%	Not verified	—
Elect Director: Charles M. Holley	283,625,254	13,511,900	654,347	--	54,069,082	95%	Not verified	—
Elect Director: Denise R. Singleton	281,817,272	15,326,168	648,061	--	54,069,082	95%	Not verified	—
Elect Director: Howard I. Ungerleider	282,277,844	14,852,458	661,199	--	54,069,082	95%	Not verified	—
2. Proposal to approve, on an advisory basis, named executive officer compensation	285,329,903	10,789,646	1,671,953	--	54,069,082	96%	Approved	—
3. Proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm	347,828,980	3,118,895	912,709	--	--	99.1%	Approved	—

Source: Phillips 66, Form 8-K, filed with the SEC on May 14, 2026 — read the filing on EDGAR.

How asset managers voted at the Phillips 66 2025-2026 meeting

Each item below shows how the 1,282 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.

1. Elect Director: Charles M. Holley

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 283,625,254AGAINST: 13,511,900

Details: description as filed, official tally, votes by 197 asset managers

Description as filed by funds: Election of four Class III Directors named in this Proxy Statement to hold office until the 2029 Annual Meeting: Charles M. Holley

Phillips 66’s own tally for this item (“Elect Director: Charles M. Holley”): 283,625,254 for, 13,511,900 against, per its Form 8-K filed May 14, 2026 (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 verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 126,078,005 for, 1,364,675 against, 21,146 abstained, 341 not voted.

FOR

FOR: 126,078,005AGAINST: 1,364,675ABSTAIN: 21,146NOT VOTED: 341

Largest asset managers voting on “Election of four Class III Directors named in this Proxy Statement to hold office until the 2029 Annual Meetin” at Phillips 66, 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	50,785,817	256	13	For
BlackRock	13,044,803	9,542	0	For
Fidelity	12,964,517	0	0	For
State Street	12,083,187	2,106	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	5,380,700	0	0	For
Charles Schwab	3,997,009	0	0	For
Invesco	3,730,777	0	0	For
Victory Capital	2,027,965	0	0	For
T. Rowe Price	1,999,086	0	0	For
TIAA	1,597,473	0	0	For
BNY Mellon	1,564,508	0	0	For
John Hancock	335,526	1,071,001	0	Mixed
Dimensional	1,267,837	0	0	For
Bridge Builder Trust	1,031,845	93,716	0	Mixed
Neuberger Berman	924,800	0	0	For
Jackson National	859,880	0	0	For
MFS	702,233	0	0	For
MASTER INVESTMENT PORTFOLIO	618,374	0	0	For
Nationwide	520,827	0	0	For
Six Circles Trust	488,521	0	0	For
Equitable	445,173	0	0	For
Columbia Threadneedle	387,849	0	0	For
Goldman Sachs	380,452	0	0	For
Two Roads Shared Trust	364,849	0	0	For
American Century	359,306	0	0	For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

2. Elect Director: Denise R. Singleton

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 281,817,272AGAINST: 15,326,168

Details: description as filed, official tally, votes by 197 asset managers

Description as filed by funds: Election of four Class III Directors named in this Proxy Statement to hold office until the 2029 Annual Meeting: Denise R. Singleton

Phillips 66’s own tally for this item (“Elect Director: Denise R. Singleton”): 281,817,272 for, 15,326,168 against, per its Form 8-K filed May 14, 2026 (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 197 asset managers below reported 126,080,272 for, 1,362,406 against, 21,146 abstained, 341 not voted.

FOR

FOR: 126,080,272AGAINST: 1,362,406ABSTAIN: 21,146NOT VOTED: 341

Largest asset managers voting on “Election of four Class III Directors named in this Proxy Statement to hold office until the 2029 Annual Meetin” at Phillips 66, 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	50,785,780	291	13	For
BlackRock	13,047,107	7,238	0	For
Fidelity	12,964,517	0	0	For
State Street	12,083,187	2,106	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	5,380,700	0	0	For
Charles Schwab	3,997,009	0	0	For
Invesco	3,730,777	0	0	For
Victory Capital	2,027,965	0	0	For
T. Rowe Price	1,999,086	0	0	For
TIAA	1,597,473	0	0	For
BNY Mellon	1,564,508	0	0	For
John Hancock	335,526	1,071,001	0	Mixed
Dimensional	1,267,837	0	0	For
Bridge Builder Trust	1,031,845	93,716	0	Mixed
Neuberger Berman	924,800	0	0	For
Jackson National	859,880	0	0	For
MFS	702,233	0	0	For
MASTER INVESTMENT PORTFOLIO	618,374	0	0	For
Nationwide	520,827	0	0	For
Six Circles Trust	488,521	0	0	For
Equitable	445,173	0	0	For
Columbia Threadneedle	387,849	0	0	For
Goldman Sachs	380,452	0	0	For
Two Roads Shared Trust	364,849	0	0	For
American Century	359,306	0	0	For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

3. Elect Director: Gregory J. Hayes

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%

FOR: 271,041,189AGAINST: 26,115,802

Details: description as filed, official tally, votes by 197 asset managers

Description as filed by funds: Election of four Class III Directors named in this Proxy Statement to hold office until the 2029 Annual Meeting: Gregory J. Hayes

Phillips 66’s own tally for this item (“Elect Director: Gregory J. Hayes”): 271,041,189 for, 26,115,802 against, per its Form 8-K filed May 14, 2026 (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 verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 125,583,516 for, 1,859,165 against, 21,146 abstained, 341 not voted.

FOR

FOR: 125,583,516AGAINST: 1,859,165ABSTAIN: 21,146NOT VOTED: 341

Largest asset managers voting on “Election of four Class III Directors named in this Proxy Statement to hold office until the 2029 Annual Meetin” at Phillips 66, 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	50,726,999	59,074	13	For
BlackRock	13,044,803	9,542	0	For
Fidelity	12,964,517	0	0	For
State Street	12,083,187	2,106	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	5,380,700	0	0	For
Charles Schwab	3,997,009	0	0	For
Invesco	3,730,777	0	0	For
Victory Capital	2,027,965	0	0	For
T. Rowe Price	1,999,086	0	0	For
TIAA	1,597,473	0	0	For
BNY Mellon	1,564,508	0	0	For
John Hancock	335,526	1,071,001	0	Mixed
Dimensional	1,267,837	0	0	For
Bridge Builder Trust	1,031,845	93,716	0	Mixed
Neuberger Berman	924,800	0	0	For
Jackson National	859,880	0	0	For
MFS	702,233	0	0	For
MASTER INVESTMENT PORTFOLIO	618,374	0	0	For
Nationwide	520,827	0	0	For
Six Circles Trust	488,521	0	0	For
Equitable	260,721	184,452	0	Mixed
Columbia Threadneedle	387,849	0	0	For
Goldman Sachs	380,452	0	0	For
Two Roads Shared Trust	364,849	0	0	For
American Century	359,306	0	0	For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

4. Elect Director: Howard I. Ungerleider

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 282,277,844AGAINST: 14,852,458

Details: description as filed, official tally, votes by 197 asset managers

Description as filed by funds: Election of four Class III Directors named in this Proxy Statement to hold office until the 2029 Annual Meeting: Howard I. Ungerleider

Phillips 66’s own tally for this item (“Elect Director: Howard I. Ungerleider”): 282,277,844 for, 14,852,458 against, per its Form 8-K filed May 14, 2026 (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 197 asset managers below reported 125,310,053 for, 2,132,625 against, 21,146 abstained, 341 not voted.

FOR

FOR: 125,310,053AGAINST: 2,132,625ABSTAIN: 21,146NOT VOTED: 341

Largest asset managers voting on “Election of four Class III Directors named in this Proxy Statement to hold office until the 2029 Annual Meetin” at Phillips 66, 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	50,785,806	265	13	For
BlackRock	13,047,107	7,238	0	For
Fidelity	12,964,517	0	0	For
State Street	12,083,187	2,106	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	5,380,700	0	0	For
Charles Schwab	3,997,009	0	0	For
Invesco	3,730,777	0	0	For
Victory Capital	2,027,965	0	0	For
T. Rowe Price	1,999,086	0	0	For
TIAA	1,597,473	0	0	For
BNY Mellon	1,564,508	0	0	For
John Hancock	335,526	1,071,001	0	Mixed
Dimensional	1,267,837	0	0	For
Bridge Builder Trust	370,635	754,926	0	Mixed
Neuberger Berman	924,800	0	0	For
Jackson National	859,880	0	0	For
MFS	702,233	0	0	For
MASTER INVESTMENT PORTFOLIO	618,374	0	0	For
Nationwide	520,827	0	0	For
Six Circles Trust	488,521	0	0	For
Equitable	368,816	76,357	0	Mixed
Columbia Threadneedle	387,849	0	0	For
Goldman Sachs	380,452	0	0	For
Two Roads Shared Trust	364,849	0	0	For
American Century	359,306	0	0	For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

5. 2. 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 26 wordings of this item as funds reported it.

96% Approved · of votes cast

FOR 96%

FOR: 285,329,903AGAINST: 10,789,646

Details: description as filed, official tally, votes by 1,275 asset managers

Description as filed by funds: Advisory vote to approve our executive compensation.

Phillips 66’s own tally for this item (“2. Proposal to approve, on an advisory basis, named executive officer compensation”): 285,329,903 for, 10,789,646 against — passed, per its Form 8-K filed May 14, 2026 (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: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of Phillips 66’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Say on Pay” (5 managers, 418,945 for, 12,725 against).

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).

Fund voting reports: 187 asset managers voting on “Advisory vote to approve our executive compensation.” at Phillips 66, 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	50,785,859	193	32	For
BlackRock	13,054,345	0	0	For
Fidelity	12,964,517	0	0	For
State Street	12,085,134	159	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	5,380,700	0	0	For
Charles Schwab	3,997,009	0	0	For
Invesco	3,730,777	0	0	For
Victory Capital	2,027,965	0	0	For
T. Rowe Price	1,999,086	0	0	For
TIAA	1,597,473	0	0	For
BNY Mellon	1,564,508	0	0	For
John Hancock	1,406,527	0	0	For
Dimensional	1,267,837	0	0	For
Bridge Builder Trust	1,125,561	0	0	For
Neuberger Berman	924,800	0	0	For
Jackson National	859,880	0	0	For
MFS	702,233	0	0	For
MASTER INVESTMENT PORTFOLIO	618,374	0	0	For
Nationwide	520,827	0	0	For
Six Circles Trust	488,521	0	0	For
Equitable	445,173	0	0	For
Columbia Threadneedle	387,849	0	0	For
Goldman Sachs	380,452	0	0	For
Two Roads Shared Trust	364,849	0	0	For
American Century	359,306	0	0	For

Fund voting reports, all 187 managers: 127,509,484 for, 63,148 against, 21,165 abstained, 6,741 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 1,125 asset managers voting on “Advisory vote to approve our executive compensation.” at Phillips 66, 2025-2026
Asset manager	For	Against	Vote
State Street	19,140,285	122,537	For
BlackRock	14,612,634	334	For
Elliott	14,466,803	0	For
GEODE CAPITAL MANAGEMENT, LLC	10,648,911	0	For
WELLS FARGO CLEARING SERVICES, LLC	9,570,865	0	For
HARRIS ASSOCIATES L P	9,371,138	0	For
T. Rowe Price	5,413,625	0	For
Invesco	4,426,472	0	For
Vanguard	4,166,945	0	For
Charles Schwab	4,067,986	0	For
WELLS FARGO ADVISORS FINANCIAL NETWORK, LLC	3,982,496	0	For
Fidelity	3,482,615	0	For
Northern Trust	3,264,428	31,352	For
Amundi	3,167,212	21,229	For
Newton Investment Management North America, LLC	2,510,540	0	For
PARAMETRIC PORTFOLIO ASSOCIATES LLC	2,159,804	0	For
AQR	1,883,665	0	For
UBS	1,200,782	614,924	Mixed
MASSACHUSETTS FINANCIAL SERVICES CO /MA/	1,742,999	0	For
MELLON INVESTMENTS Corp	1,712,699	0	For
Nuveen	1,679,718	0	For
Goldman Sachs	1,589,378	0	For
Boston Partners	1,470,010	0	For
Neuberger Berman	1,422,442	0	For
Victory Capital	1,177,578	0	For

Institutional-manager reports, all 1,125 managers: 173,233,288 for, 3,987,350 against, 126,667 abstained, 87,391 not voted. Showing the 25 largest; see all in the interactive database.

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

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 9 wordings of this item as funds reported it.

99.1% Approved · of votes cast

FOR 99.1%

FOR: 347,828,980AGAINST: 3,118,895

Details: description as filed, official tally, votes by 201 asset managers

Description as filed by funds: Ratification of the appointment of our independent registered public accounting firm, Ernst & Young LLP.

Phillips 66’s own tally for this item (“3. Proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm”): 347,828,980 for, 3,118,895 against — passed, per its Form 8-K filed May 14, 2026 (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 2026, by the following votes:”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 201 asset managers below reported 127,424,124 for, 32,263 against, 25,647 abstained, 341 not voted.

FOR

FOR: 127,424,124AGAINST: 32,263ABSTAIN: 25,647NOT VOTED: 341

Largest asset managers voting on “Ratification of the appointment of our independent registered public accounting firm, Ernst & Young LLP.” at Phillips 66, 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	50,786,024	47	14	For
BlackRock	13,054,345	0	0	For
Fidelity	12,964,517	0	0	For
State Street	12,085,134	159	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	5,380,700	0	0	For
Charles Schwab	3,997,009	0	0	For
Invesco	3,730,777	0	0	For
Victory Capital	2,027,965	0	0	For
T. Rowe Price	1,999,086	0	0	For
TIAA	1,597,473	0	0	For
BNY Mellon	1,564,508	0	0	For
John Hancock	1,406,527	0	0	For
Dimensional	1,267,837	0	0	For
Bridge Builder Trust	1,125,561	0	0	For
Neuberger Berman	924,800	0	0	For
Jackson National	859,880	0	0	For
MFS	702,233	0	0	For
MASTER INVESTMENT PORTFOLIO	618,374	0	0	For
Nationwide	520,827	0	0	For
Six Circles Trust	488,521	0	0	For
Equitable	445,173	0	0	For
Columbia Threadneedle	387,849	0	0	For
Goldman Sachs	380,452	0	0	For
Two Roads Shared Trust	364,849	0	0	For
American Century	359,306	0	0	For

Showing the 25 largest of 201 asset managers. See all 201 in the interactive database.

Not shown here: this season’s fund filings also report 2 items from the meeting of May 21, 2025, which belongs to the 2024-2025 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 2025-2026

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 400,935,020 shares outstanding at the time of that meeting.

Fund voting reports: top Phillips 66 shareholders by shares voted on “Advisory vote to approve our executive compensation.”, 2025-2026
#	Asset manager	% of shares outstanding
1	Vanguard	12.67%
2	BlackRock	3.26%
3	Fidelity	3.23%
4	State Street	3.01%
5	HARRIS ASSOCIATES INVESTMENT TRUST	1.34%
6	Charles Schwab	1.00%
7	Invesco	0.93%
8	Victory Capital	0.51%
9	T. Rowe Price	0.50%
10	TIAA	0.40%

Institutional-manager reports: top Phillips 66 shareholders by shares voted on “Advisory vote to approve our executive compensation.”, 2025-2026
#	Asset manager	% of shares outstanding
1	State Street	4.80%
2	BlackRock	3.64%
3	Elliott	3.61%
4	GEODE CAPITAL MANAGEMENT, LLC	2.66%
5	WELLS FARGO CLEARING SERVICES, LLC	2.39%
6	HARRIS ASSOCIATES L P	2.34%
7	T. Rowe Price	1.35%
8	Invesco	1.10%
9	Vanguard	1.04%
10	Charles Schwab	1.01%

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 2025-2026 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	12.95%	13F
BlackRock	7.99%	13F
State Street	6.43%	13F
Geode Capital	2.66%	13F
BNY Mellon	1.72%	13F
Morgan Stanley	1.69%	13F
Goldman Sachs	1.44%	13F
T. Rowe Price	1.19%	13F
FMR (Fidelity)	1.08%	13F
Charles Schwab	0.99%	13F

Percentages above are of 400,935,020 shares outstanding, as reported by Phillips 66 on its Form 10-Q dated March 31, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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, 2026. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At Phillips 66's shareholder meeting held May 13, 2026, in the 2025-2026 proxy season, 1,282 asset managers reported how they voted on 6 ballot items in their SEC Form N-PX filings, covering 7,676 separate fund positions. On the most widely held item on that ballot — Advisory vote to approve our executive compensation. — Phillips 66's filing reports the proposal as approved, with 96% 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 14, 2026.

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

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