Phillips 66 8-K

What Happened Phillips 66 filed an 8-K on May 14, 2026 reporting the voting results from its Annual Meeting of Shareholders held May 13, 2026 (record date March 20, 2026; 400,982,591 shares outstanding and entitled to vote). Shareholders elected four directors to three-year terms expiring in 2029: Gregory J. Hayes, Charles M. Holley, Denise R. Singleton, and Howard I. Ungerleider. Shareholders also approved the advisory vote on named executive officer compensation (say‑on‑pay) and ratified Ernst & Young LLP as the company’s independent registered public accounting firm for 2026.

Key Details

• Record date and shares: 400,982,591 shares outstanding and entitled to vote as of March 20, 2026.
• Director votes (For / Against / Abstain / Broker non-votes):
  • Gregory J. Hayes: 271,041,189 / 26,115,802 / 634,511; 54,069,082 broker non-votes.
  • Charles M. Holley: 283,625,254 / 13,511,900 / 654,347; 54,069,082 broker non-votes.
  • Denise R. Singleton: 281,817,272 / 15,326,168 / 648,061; 54,069,082 broker non-votes.
  • Howard I. Ungerleider: 282,277,844 / 14,852,458 / 661,199; 54,069,082 broker non-votes.
• Say-on-pay: 285,329,903 For / 10,789,646 Against / 1,671,953 Abstentions; 54,069,082 broker non-votes.
• Auditor ratification: Ernst & Young LLP ratified with 347,828,980 For / 3,118,895 Against / 912,709 Abstentions.

Why It Matters Board continuity and governance proposals were approved, which preserves existing management and oversight structure (directors re-elected to full three‑year terms). The advisory approval of executive compensation indicates shareholder support for the company's pay practices, though it is non-binding. Ratification of Ernst & Young as auditor confirms continuity of the company’s external audit relationship for 2026. These outcomes remove near-term governance uncertainty for investors and maintain the current oversight and financial reporting arrangements.