proxyvotesnow.com

Home › Companies › PHILLIPS 66 › 2023-2024

PHILLIPS 66 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and PHILLIPS 66’s Form 8-K, filed 2024-05-17 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 19Reported items
  • 1,238Asset managers
  • 8,556Fund votes
  • 2024-05-15Meeting date

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

Explore PHILLIPS 66 in the interactive database Compare manager voting policies

Official 2023-2024 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 2024-05-17 (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 2024-05-15
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Julie L. Bushman 284,074,33225,850,3331,333,725 --59,418,965 Majority: yes
Elect Director: Lisa A. Davis 279,747,73130,209,3501,301,309 --59,418,965 Majority: yes
Elect Director: Mark E. Lashier 280,350,59329,626,1491,281,648 --59,418,965 Majority: yes
Elect Director: Douglas T. Terreson 288,129,83321,775,0541,353,503 --59,418,965 Majority: yes
Proposal 2: Proposal to approve, on an advisory basis, executive compensation. 288,566,49220,573,0082,118,890 --59,418,965 Majority: yes
Proposal 3: Proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm. 365,557,1454,253,214866,996 ---- Majority: yes
Proposal 4: Shareholder proposal requesting a report analyzing the impact of the System Change Scenario on the Chemicals business. 36,181,887271,765,9223,310,581 --59,418,965 Majority: no

Source: PHILLIPS 66, Form 8-K, filed with the SEC on 2024-05-17 — read the filing on EDGAR.

How asset managers voted at the PHILLIPS 66 2023-2024 meeting

Each item below shows how the 1,238 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. Advisory vote to approve our executive compensation.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-05-15.

Combines 28 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 288,566,492AGAINST: 20,573,008

PHILLIPS 66’s own tally for this item (“Proposal 2: Proposal to approve, on an advisory basis, executive compensation.”): 288,566,492 for, 20,573,008 against, per its Form 8-K filed 2024-05-17 (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. Of all 423,952,135 outstanding shares: 68% for, 5% against (73% of the company cast a for/against vote).

The 1,178 asset managers below cast 97% of the shares they voted on this item FOR (295,814,259 for, 10,347,336 against).

FOR 97%
FOR: 295,814,259 (96.5%)AGAINST: 10,347,336 (3.4%)ABSTAIN: 284,735 (0.1%)NOT VOTED: 53,391 (0.0%)UNKNOWN: 33,816 (0.0%)
Largest asset managers voting on “Advisory vote to approve our executive compensation.” at PHILLIPS 66, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard51,597,3240 00For
State Street32,401,585156,559 00For
BlackRock27,363,312306 00For
Fidelity19,423,1650 00For
New York Life16,488,9680 00For
Wellington13,873,1280 00For
GEODE CAPITAL MANAGEMENT, LLC9,948,0800 00For
Invesco7,679,9370 00For
HARRIS ASSOCIATES L P6,508,4630 00For
Charles Schwab5,779,7890 00For
T. Rowe Price4,980,6810 00For
HARRIS ASSOCIATES INVESTMENT TRUST4,740,1000 00For
Northern Trust4,496,25840,622 00For
UBS3,742,5790 00For
John Hancock3,337,5480 00For
Dimensional3,325,8440 00For
Newton Investment Management North America, LLC3,120,6420 00For
BNY Mellon2,684,2560 00For
MELLON INVESTMENTS Corp2,538,8370 00For
BARROW HANLEY MEWHINNEY & STRAUSS LLC2,237,0000 00For
BAHL & GAYNOR INC2,081,7010 00For
Amundi1,981,62513,431 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC01,980,295 00Against
Legal & General Investment Management Ltd01,914,542 00Against
Idaho Trust Bank1,910,0000 00For

Showing the 25 largest of 1,178 asset managers. See all 1,178 in the interactive database.

2. Ratification of the Appointment of Ernst & Young LLP as the Company's independent registered public accounting firm.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2024-05-15.

Combines 13 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 365,557,145AGAINST: 4,253,214

PHILLIPS 66’s own tally for this item (“Proposal 3: Proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm.”): 365,557,145 for, 4,253,214 against, per its Form 8-K filed 2024-05-17 (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. Of all 423,952,135 outstanding shares: 86% for, 1% against (87% of the company cast a for/against vote).

The 204 asset managers below cast 99.7% of the shares they voted on this item FOR (131,220,473 for, 387,759 against).

FOR 99.6%
FOR: 131,220,473 (99.7%)AGAINST: 387,759 (0.3%)ABSTAIN: 57,837 (0.0%)UNKNOWN: 417 (0.0%)
Largest asset managers voting on “Ratification of the Appointment of Ernst & Young LLP as the Company's independent registered public accounting” at PHILLIPS 66, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard49,667,3730 00For
Fidelity14,413,0410 00For
BlackRock13,890,0190 00For
State Street12,142,052150 00For
HARRIS ASSOCIATES INVESTMENT TRUST4,740,1000 00For
Invesco3,700,8820 00For
John Hancock3,007,1010 00For
Charles Schwab2,875,8950 00For
Dimensional2,704,2740 00For
BNY Mellon1,732,9390 00For
Jackson National1,670,7020 00For
Hartford1,425,5670 00For
TIAA1,412,3160 00For
T. Rowe Price1,301,3920 00For
Bridge Builder Trust1,008,8680 00For
JPMorgan967,8900 00For
Prudential/PGIM799,8460 00For
First Trust717,9090 00For
MASTER INVESTMENT PORTFOLIO689,8090 00For
MFS651,7890 00For
Lincoln Financial608,7040 00For
Equitable579,8290 00For
New York Life488,9680 00For
Victory Capital457,0480 00For
Principal403,5520 00For

Showing the 25 largest of 204 asset managers. See all 204 in the interactive database.

3. Election of four Class III Directors to Hold Office until the 2027 Annual Meeting. The nominees for election are: Douglas T. Terreson

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-15.

Combines 10 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%7%
FOR: 288,129,833AGAINST: 21,775,054

PHILLIPS 66’s own tally for this item (“Elect Director: Douglas T. Terreson”): 288,129,833 for, 21,775,054 against, per its Form 8-K filed 2024-05-17 (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. Of all 423,952,135 outstanding shares: 68% for, 5% against (73% of the company cast a for/against vote).

The 199 asset managers below cast 96% of the shares they voted on this item FOR (126,972,043 for, 4,618,457 against).

FOR 96%
FOR: 126,972,043 (96.5%)AGAINST: 4,618,457 (3.5%)ABSTAIN: 52,854 (0.0%)
Largest asset managers voting on “Election of four Class III Directors to Hold Office until the 2027 Annual Meeting. The nominees for election a” at PHILLIPS 66, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard49,667,3730 00For
Fidelity14,413,0410 00For
BlackRock13,883,2786,741 00For
State Street12,141,0671,135 00For
HARRIS ASSOCIATES INVESTMENT TRUST4,740,1000 00For
Invesco3,700,8820 00For
John Hancock14,8772,992,224 00Against
Charles Schwab2,875,8950 00For
Dimensional2,704,2740 00For
BNY Mellon1,732,9390 00For
Jackson National1,670,7020 00For
Hartford1,425,5670 00For
TIAA1,412,3160 00For
T. Rowe Price1,301,3920 00For
Bridge Builder Trust884,090124,778 00For
JPMorgan967,8900 00For
Prudential/PGIM799,8460 00For
First Trust717,9090 00For
MASTER INVESTMENT PORTFOLIO689,8090 00For
MFS651,7890 00For
Lincoln Financial578,90329,801 00For
Equitable563,06816,761 00For
New York Life435,87053,098 00For
Victory Capital2,813454,235 00Against
Principal403,5520 00For

Showing the 25 largest of 199 asset managers. See all 199 in the interactive database.

4. Election of four Class III Directors to Hold Office until the 2027 Annual Meeting. The nominees for election are: Julie L. Bushman

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-15.

Combines 10 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%8%
FOR: 284,074,332AGAINST: 25,850,333

PHILLIPS 66’s own tally for this item (“Elect Director: Julie L. Bushman”): 284,074,332 for, 25,850,333 against, per its Form 8-K filed 2024-05-17 (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. Of all 423,952,135 outstanding shares: 67% for, 6% against (73% of the company cast a for/against vote).

The 199 asset managers below cast 96% of the shares they voted on this item FOR (126,163,549 for, 5,426,951 against).

FOR 96%
FOR: 126,163,549 (95.8%)AGAINST: 5,426,951 (4.1%)ABSTAIN: 52,854 (0.0%)
Largest asset managers voting on “Election of four Class III Directors to Hold Office until the 2027 Annual Meeting. The nominees for election a” at PHILLIPS 66, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard49,667,3730 00For
Fidelity14,413,0410 00For
BlackRock13,883,2786,741 00For
State Street12,141,0671,135 00For
HARRIS ASSOCIATES INVESTMENT TRUST4,740,1000 00For
Invesco3,700,8820 00For
John Hancock14,8772,992,224 00Against
Charles Schwab2,875,8950 00For
Dimensional2,704,2740 00For
BNY Mellon1,732,9390 00For
Jackson National1,670,7020 00For
Hartford1,425,5670 00For
TIAA1,412,3160 00For
T. Rowe Price1,301,3920 00For
Bridge Builder Trust884,090124,778 00For
JPMorgan967,8900 00For
Prudential/PGIM799,8460 00For
First Trust717,9090 00For
MASTER INVESTMENT PORTFOLIO689,8090 00For
MFS651,7890 00For
Lincoln Financial578,90329,801 00For
Equitable325,935253,894 00For
New York Life435,87053,098 00For
Victory Capital2,813454,235 00Against
Principal403,5520 00For

Showing the 25 largest of 199 asset managers. See all 199 in the interactive database.

5. Election of four Class III Directors to Hold Office until the 2027 Annual Meeting. The nominees for election are: Lisa A. Davis

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-15.

Combines 10 wordings of this item as funds reported it.

90% Majority: yes · of votes cast

FOR 90%10%
FOR: 279,747,731AGAINST: 30,209,350

PHILLIPS 66’s own tally for this item (“Elect Director: Lisa A. Davis”): 279,747,731 for, 30,209,350 against, per its Form 8-K filed 2024-05-17 (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. Of all 423,952,135 outstanding shares: 66% for, 7% against (73% of the company cast a for/against vote).

The 199 asset managers below cast 95% of the shares they voted on this item FOR (125,015,023 for, 6,575,478 against).

FOR 95%
FOR: 125,015,023 (95.0%)AGAINST: 6,575,478 (5.0%)ABSTAIN: 52,853 (0.0%)
Largest asset managers voting on “Election of four Class III Directors to Hold Office until the 2027 Annual Meeting. The nominees for election a” at PHILLIPS 66, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard49,667,3730 00For
Fidelity14,413,0410 00For
BlackRock13,883,2786,741 00For
State Street12,141,0671,135 00For
HARRIS ASSOCIATES INVESTMENT TRUST4,740,1000 00For
Invesco3,700,8820 00For
John Hancock14,8772,992,224 00Against
Charles Schwab2,875,8950 00For
Dimensional2,704,2740 00For
BNY Mellon1,732,9390 00For
Jackson National1,670,7020 00For
Hartford1,425,5670 00For
TIAA1,412,3160 00For
T. Rowe Price1,301,3920 00For
Bridge Builder Trust324,546684,322 00Against
JPMorgan967,8900 00For
Prudential/PGIM799,8460 00For
First Trust717,9090 00For
MASTER INVESTMENT PORTFOLIO689,8090 00For
MFS651,7890 00For
Lincoln Financial578,90329,801 00For
Equitable235,945343,884 00Against
New York Life435,87053,098 00For
Victory Capital2,813454,235 00Against
Principal203,804199,748 00For

Showing the 25 largest of 199 asset managers. See all 199 in the interactive database.

6. Election of four Class III Directors to Hold Office until the 2027 Annual Meeting. The nominees for election are: Mark E. Lashier

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-15.

Combines 10 wordings of this item as funds reported it.

90% Majority: yes · of votes cast

FOR 90%10%
FOR: 280,350,593AGAINST: 29,626,149

PHILLIPS 66’s own tally for this item (“Elect Director: Mark E. Lashier”): 280,350,593 for, 29,626,149 against, per its Form 8-K filed 2024-05-17 (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. Of all 423,952,135 outstanding shares: 66% for, 7% against (73% of the company cast a for/against vote).

The 199 asset managers below cast 96% of the shares they voted on this item FOR (126,852,087 for, 4,737,998 against).

FOR 96%
FOR: 126,852,087 (96.4%)AGAINST: 4,737,998 (3.6%)ABSTAIN: 52,852 (0.0%)UNKNOWN: 417 (0.0%)
Largest asset managers voting on “Election of four Class III Directors to Hold Office until the 2027 Annual Meeting. The nominees for election a” at PHILLIPS 66, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard49,667,3730 00For
Fidelity14,413,0410 00For
BlackRock13,883,2786,741 00For
State Street12,141,0361,166 00For
HARRIS ASSOCIATES INVESTMENT TRUST4,740,1000 00For
Invesco3,700,8820 00For
John Hancock14,8772,992,224 00Against
Charles Schwab2,875,8950 00For
Dimensional2,704,2740 00For
BNY Mellon1,732,9390 00For
Jackson National1,670,7020 00For
Hartford1,425,5670 00For
TIAA1,412,3160 00For
T. Rowe Price1,301,3920 00For
Bridge Builder Trust884,090124,778 00For
JPMorgan967,8900 00For
Prudential/PGIM799,8460 00For
First Trust717,9090 00For
MASTER INVESTMENT PORTFOLIO689,8090 00For
MFS651,7890 00For
Lincoln Financial578,90329,801 00For
Equitable563,06816,761 00For
New York Life435,87053,098 00For
Victory Capital2,813454,235 00Against
Principal403,5520 00For

Showing the 25 largest of 199 asset managers. See all 199 in the interactive database.

7. Shareholder proposal requesting report analyzing the impact of the "System Change Scenario" on the Chemicals business.

ENVIRONMENT OR CLIMATEMajority of the votes cast: no

Meeting held 2024-05-15.

Combines 9 wordings of this item as funds reported it.

12% Majority: no · of votes cast

12%AGAINST 88%
FOR: 36,181,887AGAINST: 271,765,922

PHILLIPS 66’s own tally for this item (“Proposal 4: Shareholder proposal requesting a report analyzing the impact of the System Change Scenario on the Chemicals business.”): 36,181,887 for, 271,765,922 against, per its Form 8-K filed 2024-05-17 (Item 5.07). FOR was not 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. Of all 423,952,135 outstanding shares: 9% for, 64% against (73% of the company cast a for/against vote).

The 192 asset managers below cast 2% of the shares they voted on this item FOR (2,813,973 for, 113,686,420 against).

AGAINST 97%
FOR: 2,813,973 (2.4%)AGAINST: 113,686,420 (97.2%)ABSTAIN: 463,435 (0.4%)UNKNOWN: 417 (0.0%)
Largest asset managers voting on “Shareholder proposal requesting report analyzing the impact of the "System Change Scenario" on the Chemicals b” at PHILLIPS 66, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard049,667,373 00Against
Fidelity014,413,041 00Against
State Street1,28512,140,917 00Against
HARRIS ASSOCIATES INVESTMENT TRUST04,740,100 00Against
Invesco03,700,882 00Against
John Hancock233,5182,773,583 00Against
Charles Schwab02,875,895 00Against
Dimensional02,704,274 00Against
BNY Mellon01,732,939 00Against
Jackson National01,670,702 00Against
Hartford1451,425,422 00Against
TIAA01,412,316 00Against
T. Rowe Price01,301,392 00Against
Bridge Builder Trust108,105900,763 00Against
JPMorgan0967,890 00Against
Prudential/PGIM599,581200,265 00For
First Trust0717,909 00Against
MFS0651,789 00Against
Lincoln Financial29,801578,903 00Against
Equitable3,563576,266 00Against
New York Life53,098435,870 00Against
Victory Capital457,0480 00For
Principal0403,552 00Against
Six Circles Trust0348,845 00Against
PIMCO343,7620 00For

Showing the 25 largest of 192 asset managers. See all 192 in the interactive database.

8. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-05-15.

93% Majority: yes · of votes cast

FOR 93%
FOR: 288,566,492AGAINST: 20,573,008

PHILLIPS 66’s own tally for this item (“Proposal 2: Proposal to approve, on an advisory basis, executive compensation.”): 288,566,492 for, 20,573,008 against, per its Form 8-K filed 2024-05-17 (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. Of all 423,952,135 outstanding shares: 68% for, 5% against (73% of the company cast a for/against vote).

The 33 asset managers below cast 87% of the shares they voted on this item FOR (2,369,831 for, 344,547 against).

FOR 87%13%
FOR: 2,369,831 (87.1%)AGAINST: 344,547 (12.7%)ABSTAIN: 3,234 (0.1%)UNKNOWN: 2,500 (0.1%)
Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at PHILLIPS 66, 2023-2024
Asset managerForAgainst AbstainWithheldVote
JPMorgan1,750,9800 9380For
TD ASSET MANAGEMENT INC213,3120 00For
ADAGE CAPITAL PARTNERS GP, L.L.C.174,5310 00For
Desjardins Global Asset Management Inc.0158,238 00Against
MILLER HOWARD INVESTMENTS INC /NY0119,880 00Against
Swiss Life Asset Management Ltd65,3290 00For
Empower51,0710 00For
Genus Capital Management Inc.050,300 00Against
TIMOTHY PLAN24,7310 00For
CREDIT AGRICOLE S A21,4900 00For
Convergence Investment Partners, LLC16,5760 00For
Regime de rentes du Mouvement Desjardins015,329 00Against
Metzler Asset Management GmbH8,6460 00For
America First Investment Advisors, LLC7,0800 00For
Brighthouse6,7010 00For
CIDEL ASSET MANAGEMENT INC6,3360 00For
OSSIAM5,7550 00For
Symmetry Panoramic Trust1,9690 2,2960Abstain
Hanson & Doremus Investment Management4,0610 00For
Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma3,8180 00For
iA Global Asset Management Inc.2,5660 00For
Fractal Investments LLC00 00Unknown
Tidal Trust III1,8420 00For
Triasima Portfolio Management inc.1,4200 00For
ANDERSON HOAGLAND & CO1,0240 00For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

9. Report on Impacts of a Significant Reduction in Virgin Plastic Demand

ENVIRONMENT OR CLIMATE

Meeting held 2024-05-15.

0.6% fund support · no official result

AGAINST 99.4%

The 9 asset managers below cast 0.6% of the shares they voted on this item FOR (82,565 for, 14,594,248 against).

FOR: 82,565 (0.6%)AGAINST: 14,594,248 (99.4%)ABSTAIN: 2,296 (0.0%)
Largest asset managers voting on “Report on Impacts of a Significant Reduction in Virgin Plastic Demand” at PHILLIPS 66, 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock6,74113,883,278 00Against
MASTER INVESTMENT PORTFOLIO0689,809 00Against
Empower51,0710 00For
TIMOTHY PLAN24,7310 00For
MASTER BOND LLC010,649 00Against
Brighthouse06,701 00Against
Symmetry Panoramic Trust01,969 2,2960Abstain
Tidal Trust III01,842 00Against
Warren Street Wealth Advisors, LLC220 00For

10. ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-05-21 (outside the 2023-2024 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 wordings of this item as funds reported it.

86% Majority: yes · of votes cast

FOR 86%AGAINST 14%
FOR: 254,968,960AGAINST: 42,326,860

PHILLIPS 66’s own tally for this item (“Proposal 3: Proposal to approve, on an advisory basis, named executive officer compensation.”): 254,968,960 for, 42,326,860 against, per its Form 8-K filed 2025-05-28 (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. Of all 423,952,135 outstanding shares: 60% for, 10% against (70% of the company cast a for/against vote).

The 5 asset managers below cast 100% of the shares they voted on this item FOR (16,356 for, 0 against).

FOR 100%
FOR: 16,356 (100.0%)
Largest asset managers voting on “ADVISORY APPROVAL OF EXECUTIVE COMPENSATION” at PHILLIPS 66, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Argyle Capital Management, LLC14,3010 00For
MBA Advisors LLC1,0400 00For
Foster Victor Wealth Advisors, LLC6270 00For
First County Bank /CT/2750 00For
Meixler Investment Management, Ltd.1130 00For

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

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-05-21 (outside the 2023-2024 season's 1 July to 30 June window; reported in this season's filings).

4% fund support · no official result

AGAINST 94%

The 4 asset managers below cast 4% of the shares they voted on this item FOR (627 for, 14,301 against).

FOR: 627 (4.1%)AGAINST: 14,301 (94.1%)1 YEAR: 275 (1.8%)
Largest asset managers voting on “ADVISORY APPROVAL OF FREQUENCY OF FUTURE ADVISORY APPROVALS OF EXECUTIVE COMPENSATION” at PHILLIPS 66, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Argyle Capital Management, LLC014,301 00Against
Foster Victor Wealth Advisors, LLC6270 00For
First County Bank /CT/00 001 Year
Meixler Investment Management, Ltd.00 00--

12. Election of Directors (Majority Voting)

DIRECTOR ELECTIONS

Meeting held 2024-05-15.

All nominees (reported as one line). These filers reported the election of directors as a single line covering every nominee. It is not attributed to any one director, and no share total is shown for it.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR.

FOR: 100.0%
Largest asset managers voting on “Election of Directors (Majority Voting)” at PHILLIPS 66, 2023-2024
Asset managerForAgainst AbstainWithheldVote
HARBOUR INVESTMENT MANAGEMENT LLC56,3280 00For
FORUM FUNDS II7000 00For
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC1500 00For

13. S/H Proposal - Corporate Governance

DIRECTOR ELECTIONS

Meeting held 2024-05-15.

Combines 2 wordings of this item as funds reported it.

18% fund support · no official result

ABSTAIN 94%

The 3 asset managers below cast 18% of the shares they voted on this item FOR (150 for, 700 against).

FOR: 150 (1.0%)AGAINST: 700 (4.7%)ABSTAIN: 14,082 (94.3%)
Largest asset managers voting on “S/H Proposal - Corporate Governance” at PHILLIPS 66, 2023-2024
Asset managerForAgainst AbstainWithheldVote
HARBOUR INVESTMENT MANAGEMENT LLC00 14,0820Abstain
FORUM FUNDS II0700 00Against
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC1500 00For

14. Approve Remuneration Report

SECTION 14A SAY-ON-PAY VOTESCOMPENSATION

Meeting held 2024-05-15.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (7,302 for, 0 against).

FOR: 7,302 (100.0%)
Largest asset managers voting on “Approve Remuneration Report” at PHILLIPS 66, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Gabelli6,6000 00For
Coyle Financial Counsel LLC7020 00For

15. Compensation

COMPENSATIONMajority of the votes cast: yes

Meeting held 2024-05-15.

93% Majority: yes · of votes cast

FOR 93%
FOR: 288,566,492AGAINST: 20,573,008

PHILLIPS 66’s own tally for this item (“Proposal 2: Proposal to approve, on an advisory basis, executive compensation.”): 288,566,492 for, 20,573,008 against, per its Form 8-K filed 2024-05-17 (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. Of all 423,952,135 outstanding shares: 68% for, 5% against (73% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,632 for, 0 against).

FOR 100%
FOR: 1,632 (100.0%)
Largest asset managers voting on “Compensation” at PHILLIPS 66, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Members Trust Co1,3320 00For
Capital Group3000 00For

16. Meeting

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-05-15.

100% fund support · no official result

FOR 99.2%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (4,219 for, 0 against).

FOR: 4,219 (99.2%)UNKNOWN: 34 (0.8%)
Largest asset managers voting on “Meeting” at PHILLIPS 66, 2023-2024
Asset managerForAgainst AbstainWithheldVote
WESPAC Advisors, LLC4,2190 00For
Gibson Capital, LLC00 00Unknown

17. Remuneration Policy & Implementation

SECTION 14A SAY-ON-PAY VOTESOTHER

Meeting held 2024-05-15.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (5,300 for, 0 against).

FOR: 5,300 (100.0%)
Largest asset managers voting on “Remuneration Policy & Implementation” at PHILLIPS 66, 2023-2024
Asset managerForAgainst AbstainWithheldVote
M FUND INC5,3000 00For
BARINGS LLC00 00--

18. THE COMPANY'S PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE SHAREHOLDER ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION.

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-05-21 (outside the 2023-2024 season's 1 July to 30 June window; reported in this season's filings).

— fund support · no official result

1 YEAR 100%

No shares were cast for or against this item by the managers below — every disclosed position was an abstention or was not voted.

1 YEAR: 1,153 (100.0%)
Largest 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, 2023-2024
Asset managerForAgainst AbstainWithheldVote
MBA Advisors LLC00 001 Year
Meixler Investment Management, Ltd.00 001 Year

19. Say on pay

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-05-15.

93% Majority: yes · of votes cast

FOR 93%
FOR: 288,566,492AGAINST: 20,573,008

PHILLIPS 66’s own tally for this item (“Proposal 2: Proposal to approve, on an advisory basis, executive compensation.”): 288,566,492 for, 20,573,008 against, per its Form 8-K filed 2024-05-17 (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. Of all 423,952,135 outstanding shares: 68% for, 5% against (73% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (308,157 for, 0 against).

FOR 100%
FOR: 308,157 (100.0%)
Largest asset managers voting on “Say on pay” at PHILLIPS 66, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Recurrent Investment Advisors LLC305,4000 00For
Empower2,7570 00For

Largest PHILLIPS 66 shareholders voting in 2023-2024

Ranked by the number of PHILLIPS 66 shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 423,952,135 shares outstanding at the time of that meeting.

Top PHILLIPS 66 shareholders by shares voted, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 12.17%
2State Street 7.68%
3BlackRock 6.45%
4Fidelity 4.58%
5New York Life 3.89%
6Wellington 3.27%
7GEODE CAPITAL MANAGEMENT, LLC 2.35%
8Invesco 1.81%
9HARRIS ASSOCIATES L P 1.54%
10Charles Schwab 1.37%

Reported PHILLIPS 66 ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

PHILLIPS 66 beneficial owners on record for the 2023-2024 proxy season
Holder % outstanding Disclosure
Vanguard Group 12.20% 13F
BlackRock 7.13% 13F
State Street 6.58% 13F
Wellington Management 3.34% 13F
Geode Capital 2.36% 13F
BNY Mellon 1.89% 13F
Morgan Stanley 1.63% 13F
Northern Trust 1.03% 13F
Invesco 1.01% 13F
Norges Bank 0.88% 13F

Percentages above are of 423,952,135 shares outstanding, as reported by PHILLIPS 66 on its Form 10-Q dated 2024-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2024-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At PHILLIPS 66's shareholder meeting held 2024-05-15, in the 2023-2024 proxy season, 1,238 asset managers reported how they voted in their SEC Form N-PX filings, covering 8,556 separate fund positions. Their filings are grouped here into 19 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 — Advisory vote to approve our executive compensation. — FOR was 93% 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), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: PHILLIPS 66's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2024-05-17.

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