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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 2025-05-28 (Item 5.07 on EDGAR). Page generated 02 October 2026.

35Reported items
1,128Asset managers
14,489Fund votes
2025-05-21Meeting date

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 2025-05-28 (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 2025-05-21
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: A. Nigel Hearne	167,949,641	--	--	135,742,964	--	Majority: yes
Elect Director: John E. Lowe	128,390,451	--	--	175,342,537	--	Plurality election
Elect Director: Robert W. Pease	168,482,157	--	--	135,204,208	--	Majority: yes
Elect Director: Howard I. Ungerleider	142,036,918	--	--	161,648,211	--	Plurality election
Elect Director: Brian S. Coffman	157,195,388	--	--	145,664,633	--	Majority: yes
Elect Director: Sigmund L. Cornelius	168,627,166	--	--	134,193,219	--	Majority: yes
Elect Director: Michael A. Heim	160,048,008	--	--	142,812,624	--	Majority: yes
Elect Director: Stacy D. Nieuwoudt	108,504,870	--	--	194,352,817	--	Plurality election
Proposal 2: Management proposal to approve the declassification of the Board of Directors.	295,250,873	7,087,290	2,156,174	--	6,550,795	Majority: yes
Proposal 3: Proposal to approve, on an advisory basis, named executive officer compensation.	254,968,960	42,326,860	7,198,517	--	6,550,795	Majority: yes
Proposal 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	--	--	Majority: yes
Proposal 6: Non-binding Shareholder proposal requiring annual director resignations.	99,489,243	202,748,330	2,256,764	--	6,550,795	Majority: no

Source: PHILLIPS 66, Form 8-K, filed with the SEC on 2025-05-28 — read the filing on EDGAR.

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

Each item below shows how the 1,128 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. THE COMPANY'S PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION.

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

Meeting held 2025-05-21.

Combines 37 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 407,581,886 outstanding shares: 63% for, 10% against (73% of the company cast a for/against vote).

The 1,099 asset managers below cast 95% of the shares they voted on this item FOR (246,207,566 for, 12,207,292 against).

FOR 89%

FOR: 246,207,566 (88.9%)AGAINST: 12,207,292 (4.4%)ABSTAIN: 572,609 (0.2%)1 YEAR: 15,725,563 (5.7%)NOT VOTED: 1,574,538 (0.6%)NO VOTE: 647,737 (0.2%)UNVOTED: 66,122 (0.0%)ONE YEAR: 2,120 (0.0%)UNKNOWN: 200 (0.0%)WITHHOLD/ABSTAIN: 6 (0.0%)

Largest 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
Vanguard	41,064,544	25,873	0	For
State Street	30,430,214	5,541	0	For
BlackRock	23,495,388	3,932	0	For
Elliott	0	0	0	1 Year
Fidelity	13,828,074	0	0	For
HARRIS ASSOCIATES L P	12,539,657	0	0	For
T. Rowe Price	11,378,478	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	9,116,800	0	0	For
GEODE CAPITAL MANAGEMENT, LLC	8,794,216	0	0	For
Invesco	7,630,574	0	0	For
UBS	6,380,473	34,836	0	For
Charles Schwab	6,161,280	0	0	For
Northern Trust	3,874,792	22,115	0	For
Newton Investment Management North America, LLC	3,850,279	0	0	For
BNY Mellon	3,467,501	0	0	For
Dimensional	3,422,401	0	0	For
Legal & General Investment Management Ltd	0	2,947,478	798	Against
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
Amundi	1,859,470	14,573	0	For
BAHL & GAYNOR INC	1,728,454	0	0	For
Neuberger Berman	1,429,885	0	0	For
FAYEZ SAROFIM & CO	1,407,644	0	0	For
John Hancock	1,385,677	0	0	For

Showing the 25 largest of 1,099 asset managers. See all 1,099 in the interactive database.

2. 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.

Combines 12 wordings of this item as funds reported it.

1.0% fund support · no official result

13%ONE YEAR 58%1 YEAR 25%

The 775 asset managers below cast 1.0% of the shares they voted on this item FOR (146,167 for, 15,725,000 against).

FOR: 146,167 (0.1%)AGAINST: 15,725,000 (13.0%)ABSTAIN: 166,065 (0.1%)ONE YEAR: 70,425,311 (58.3%)1 YEAR: 29,702,710 (24.6%)THREE YEARS: 3,486,608 (2.9%)NOT VOTED: 568,275 (0.5%)1: 442,109 (0.4%)3 YEARS: 28,336 (0.0%)1-YEAR: 14,001 (0.0%)1.0: 8,934 (0.0%)1 1655: 1,655 (0.0%)2 YEARS: 500 (0.0%)NO VOTE: 466 (0.0%)WITHHOLD/ABSTAIN: 3 (0.0%)

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, 2024-2025
Asset manager	Against	Vote
Elliott	15,725,000	Against
HARRIS ASSOCIATES L P	0	One Year
HARRIS ASSOCIATES INVESTMENT TRUST	0	One Year
UBS	0	One Year
Charles Schwab	0	1 Year
T. Rowe Price	0	One Year
Dimensional	0	Three Years
Newton Investment Management North America, LLC	0	One Year
BNY Mellon	0	One Year
Legal & General Investment Management Ltd	0	One Year
PARAMETRIC PORTFOLIO ASSOCIATES LLC	0	One Year
MELLON INVESTMENTS Corp	0	One Year
Amundi	0	One Year
BAHL & GAYNOR INC	0	1 Year
Neuberger Berman	0	1 Year
John Hancock	0	1 Year
Nuveen	0	One Year
TIAA	0	One Year
ENVESTNET ASSET MANAGEMENT INC	0	1 Year
NEWTON INVESTMENT MANAGEMENT LTD	0	One Year
MASSACHUSETTS FINANCIAL SERVICES CO /MA/	0	One Year
LSV ASSET MANAGEMENT	0	1 Year
BANK OF AMERICA NA	0	1 Year
Jackson National	0	1 Year
Stonegate Investment Group, LLC	0	1 Year

Showing the 25 largest of 775 asset managers. See all 775 in the interactive database.

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

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-05-21.

Combines 6 wordings of this item as funds reported it.

99.5% fund support · no official result

ONE YEAR 76%1 YEAR 23%

The 413 asset managers below cast 99.5% of the shares they voted on this item FOR (39,958 for, 168 against).

FOR: 39,958 (0.0%)AGAINST: 168 (0.0%)ABSTAIN: 45,040 (0.0%)ONE YEAR: 115,114,970 (75.9%)1 YEAR: 35,313,801 (23.3%)NOT VOTED: 885,080 (0.6%)3 YEARS: 261,151 (0.2%)1-YEAR: 40,490 (0.0%)1 YR: 32,560 (0.0%)THREE YEARS: 10,511 (0.0%)2 YEARS: 6,929 (0.0%)NO VOTE: 3,279 (0.0%)WITHHOLD/ABSTAIN: 3 (0.0%)

Largest 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	One Year
State Street	0	0	0	0	One Year
BlackRock	0	0	0	0	1 Year
Fidelity	0	0	0	0	One Year
GEODE CAPITAL MANAGEMENT, LLC	0	0	0	0	One Year
Invesco	0	0	0	0	One Year
T. Rowe Price	0	0	0	0	One Year
Northern Trust	0	0	0	0	1 Year
BARROW HANLEY MEWHINNEY & STRAUSS LLC	0	0	0	0	1 Year
Goldman Sachs	0	0	0	0	One Year
AllianceBernstein	0	0	0	0	One Year
Bridge Builder Trust	0	0	0	0	1 Year
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM	0	0	0	0	1 Year
Newton Investment Management North America, LLC	0	0	0	0	One Year
MASTER INVESTMENT PORTFOLIO	0	0	0	0	1 Year
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM	0	0	0	0	1 Year
Rhumbline	0	0	0	0	Not Voted
BNY Mellon	0	0	0	0	One Year
TCTC Holdings, LLC	0	0	0	0	One Year
Principal	0	0	0	0	One Year
Six Circles Trust	0	0	0	0	1 Year
RNC CAPITAL MANAGEMENT LLC	0	0	0	0	1 Year
BOSTON MANAGEMENT & RESEARCH	0	0	0	0	One Year
JPMorgan	0	0	0	0	1 Year
New York Life	0	0	0	0	One Year

Showing the 25 largest of 413 asset managers. See all 413 in the interactive database.

4. THE COMPANY'S PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

OTHERMajority of the votes cast: yes

Meeting held 2025-05-21.

Combines 13 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

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

PHILLIPS 66’s own tally for this item (“Proposal 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, 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 407,581,886 outstanding shares: 74% for, 1% against (75% of the company cast a for/against vote).

The 195 asset managers below cast 99.9% of the shares they voted on this item FOR (113,170,020 for, 6,420 against).

FOR 99.6%

FOR: 113,170,020 (99.6%)AGAINST: 6,420 (0.0%)ABSTAIN: 145,723 (0.1%)NOT VOTED: 279,479 (0.2%)NO VOTE: 2,813 (0.0%)UNKNOWN: 200 (0.0%)WITHHOLD/ABSTAIN: 6 (0.0%)

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.

5. 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

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-21.

Combines 16 wordings of this item as funds reported it.

55% Majority: yes · of votes cast

FOR 55%WITHHELD 45%

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

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 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 407,581,886 outstanding shares: 41% for, 33% withheld (75% of the company cast a for/withheld vote).

The 188 asset managers below cast 99.9% of the shares they voted on this item FOR (88,840,660 for, 66,228 against).

FOR 78%ABSTAIN 21%

FOR: 88,840,660 (78.3%)AGAINST: 66,228 (0.1%)ABSTAIN: 24,259,904 (21.4%)NOT VOTED: 354,877 (0.3%)NO VOTE: 2,813 (0.0%)W: 200 (0.0%)WITHHOLD/ABSTAIN: 6 (0.0%)

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	Abstain	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	Abstain
Invesco	114,767	0	3,120,442	Abstain
Charles Schwab	3,054,537	0	0	For
T. Rowe Price	1,858,936	0	1,140,853	For
Dimensional	0	0	2,934,271	Abstain
BNY Mellon	2,277,104	0	4,414	For
TIAA	0	0	1,224,618	Abstain
Bridge Builder Trust	871,999	0	337,699	For
Jackson National	1,185,417	0	11,311	For
John Hancock	0	0	1,080,029	Abstain
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	For
Equitable	216,465	0	221,507	Abstain
Goldman Sachs	415,711	0	0	For
Natixis	256	0	392,955	Abstain
Two Roads Shared Trust	575	0	365,306	Abstain
Six Circles Trust	349,247	0	0	For
Prudential/PGIM	236,451	0	92,716	For
Nationwide	188,407	0	133,392	For

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

6. 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: Howard I. Ungerleider

DIRECTOR ELECTIONSCompany result: Plurality election

Meeting held 2025-05-21.

Combines 15 wordings of this item as funds reported it.

46.8% Plurality election · of votes cast

FOR 46.8%WITHHELD 53.2%

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

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 2025-05-28 (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. Of all 407,581,886 outstanding shares: 35% for, 40% withheld (75% of the company cast a for/withheld vote).

The 188 asset managers below cast 99.9% of the shares they voted on this item FOR (76,800,445 for, 66,228 against).

FOR 68%ABSTAIN 32%

FOR: 76,800,445 (67.7%)AGAINST: 66,228 (0.1%)ABSTAIN: 36,300,120 (32.0%)NOT VOTED: 354,877 (0.3%)NO VOTE: 2,813 (0.0%)W: 200 (0.0%)WITHHOLD/ABSTAIN: 6 (0.0%)

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	Abstain	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	For
HARRIS ASSOCIATES INVESTMENT TRUST	0	0	9,116,800	Abstain
Invesco	114,767	0	3,120,442	Abstain
Charles Schwab	0	0	3,054,537	Abstain
T. Rowe Price	1,858,936	0	1,140,853	For
Dimensional	0	0	2,934,271	Abstain
BNY Mellon	425,091	0	1,856,427	Abstain
TIAA	0	0	1,224,618	Abstain
Bridge Builder Trust	699,279	0	510,419	For
Jackson National	202,726	0	994,002	Abstain
John Hancock	0	0	1,080,029	Abstain
MASTER INVESTMENT PORTFOLIO	664,359	0	0	For
MFS	0	0	568,956	Abstain
Neuberger Berman	0	0	487,420	Abstain
Principal	363,094	0	89,013	For
Equitable	216,465	0	221,507	Abstain
Goldman Sachs	415,711	0	0	For
Natixis	0	0	393,211	Abstain
Two Roads Shared Trust	575	0	365,306	Abstain
Six Circles Trust	349,247	0	0	For
Prudential/PGIM	0	0	329,167	Abstain
Nationwide	16,493	0	305,306	Abstain

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

7. 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: John E. Lowe

DIRECTOR ELECTIONSCompany result: Plurality election

Meeting held 2025-05-21.

Combines 15 wordings of this item as funds reported it.

42% Plurality election · of votes cast

FOR 42%WITHHELD 58%

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

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 2025-05-28 (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. Of all 407,581,886 outstanding shares: 32% for, 43% withheld (75% of the company cast a for/withheld vote).

The 188 asset managers below cast 99.9% of the shares they voted on this item FOR (67,817,508 for, 66,228 against).

FOR 60%ABSTAIN 40%

FOR: 67,817,508 (59.7%)AGAINST: 66,228 (0.1%)ABSTAIN: 45,283,057 (39.9%)NOT VOTED: 354,877 (0.3%)NO VOTE: 2,813 (0.0%)W: 200 (0.0%)WITHHOLD/ABSTAIN: 6 (0.0%)

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	Abstain	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	Abstain
HARRIS ASSOCIATES INVESTMENT TRUST	0	0	9,116,800	Abstain
Invesco	114,767	0	3,120,442	Abstain
Charles Schwab	0	0	3,054,537	Abstain
T. Rowe Price	0	0	2,999,789	Abstain
Dimensional	0	0	2,934,271	Abstain
BNY Mellon	511,910	0	1,769,608	Abstain
TIAA	0	0	1,224,618	Abstain
Bridge Builder Trust	699,279	0	510,419	For
Jackson National	618,632	0	578,096	For
John Hancock	0	0	1,080,029	Abstain
MASTER INVESTMENT PORTFOLIO	664,359	0	0	For
MFS	0	0	568,956	Abstain
Neuberger Berman	0	0	487,420	Abstain
Principal	363,094	0	89,013	For
Equitable	216,465	0	221,507	Abstain
Goldman Sachs	415,711	0	0	For
Natixis	0	0	393,211	Abstain
Two Roads Shared Trust	575	0	365,306	Abstain
Six Circles Trust	349,247	0	0	For
Prudential/PGIM	0	0	329,167	Abstain
Nationwide	16,493	0	305,306	Abstain

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

8. 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: Robert W. Pease

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-21.

Combines 15 wordings of this item as funds reported it.

55% Majority: yes · of votes cast

FOR 55%WITHHELD 45%

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

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 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 407,581,886 outstanding shares: 41% for, 33% withheld (75% of the company cast a for/withheld vote).

The 188 asset managers below cast 99.9% of the shares they voted on this item FOR (93,312,852 for, 72,628 against).

FOR 82%ABSTAIN 17%

FOR: 93,312,852 (82.2%)AGAINST: 72,628 (0.1%)ABSTAIN: 19,781,313 (17.4%)NOT VOTED: 354,877 (0.3%)NO VOTE: 2,813 (0.0%)W: 200 (0.0%)WITHHOLD/ABSTAIN: 6 (0.0%)

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	Abstain	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	For
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	Abstain
T. Rowe Price	1,858,936	0	1,140,853	For
Dimensional	0	0	2,934,271	Abstain
BNY Mellon	2,277,104	0	4,414	For
TIAA	0	0	1,224,618	Abstain
Bridge Builder Trust	699,279	0	510,419	For
Jackson National	1,185,417	0	11,311	For
John Hancock	0	0	1,080,029	Abstain
MASTER INVESTMENT PORTFOLIO	664,359	0	0	For
MFS	0	0	568,956	Abstain
Neuberger Berman	487,420	0	0	For
Principal	363,094	0	89,013	For
Equitable	218,575	0	219,397	Abstain
Goldman Sachs	415,711	0	0	For
Natixis	386,198	0	7,013	For
Two Roads Shared Trust	575	0	365,306	Abstain
Six Circles Trust	349,247	0	0	For
Prudential/PGIM	0	0	329,167	Abstain
Nationwide	188,407	0	133,392	For

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

9. 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: ELLIOTT NOMINEES: Sigmund L. Cornelius

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-21.

Combines 14 wordings of this item as funds reported it.

56% Majority: yes · of votes cast

FOR 56%WITHHELD 44%

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

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 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 407,581,886 outstanding shares: 41% for, 33% withheld (74% of the company cast a for/withheld vote).

The 188 asset managers below cast 99.9% of the shares they voted on this item FOR (42,791,603 for, 267 against).

FOR 38%ABSTAIN 62%

FOR: 42,791,603 (37.7%)AGAINST: 267 (0.0%)ABSTAIN: 70,519,768 (62.1%)NOT VOTED: 279,479 (0.2%)NO VOTE: 2,813 (0.0%)WITHHOLD/ABSTAIN: 6 (0.0%)

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	Abstain	Vote
Vanguard	39,423	38,414,965	Abstain
State Street	0	11,594,830	Abstain
BlackRock	0	11,588,378	Abstain
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	Abstain
Dimensional	2,934,271	0	For
BNY Mellon	1,769,608	511,910	For
TIAA	1,224,618	0	For
Bridge Builder Trust	510,419	699,279	Abstain
Jackson National	375,370	821,358	Abstain
John Hancock	1,080,029	0	For
MASTER INVESTMENT PORTFOLIO	0	664,359	Abstain
MFS	568,956	0	For
Neuberger Berman	487,420	0	For
Principal	89,013	363,094	Abstain
Equitable	221,507	216,465	For
Goldman Sachs	0	415,711	Abstain
Natixis	393,211	0	For
Two Roads Shared Trust	365,306	575	For
Six Circles Trust	0	349,247	Abstain
Prudential/PGIM	329,167	0	For
Nationwide	305,306	16,493	For

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

10. 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: ELLIOTT NOMINEES: Stacy D. Nieuwoudt

DIRECTOR ELECTIONSCompany result: Plurality election

Meeting held 2025-05-21.

Combines 14 wordings of this item as funds reported it.

36% Plurality election · of votes cast

FOR 36%WITHHELD 64%

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

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 2025-05-28 (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. Of all 407,581,886 outstanding shares: 27% for, 47.7% withheld (74% of the company cast a for/withheld vote).

The 188 asset managers below cast 99.9% of the shares they voted on this item FOR (10,635,021 for, 267 against).

9%ABSTAIN 90%

FOR: 10,635,021 (9.4%)AGAINST: 267 (0.0%)ABSTAIN: 102,676,349 (90.4%)NOT VOTED: 279,479 (0.2%)NO VOTE: 2,813 (0.0%)WITHHOLD/ABSTAIN: 6 (0.0%)

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	Abstain	Vote
Vanguard	25,873	38,428,514	Abstain
State Street	0	11,594,830	Abstain
BlackRock	0	11,588,378	Abstain
Fidelity	147,500	10,657,878	Abstain
HARRIS ASSOCIATES INVESTMENT TRUST	0	9,116,800	Abstain
Invesco	1,423	3,233,786	Abstain
Charles Schwab	0	3,054,537	Abstain
T. Rowe Price	757,267	2,242,522	Abstain
Dimensional	2,934,271	0	For
BNY Mellon	4,414	2,277,104	Abstain
TIAA	1,224,618	0	For
Bridge Builder Trust	249,299	960,399	Abstain
Jackson National	11,311	1,185,417	Abstain
John Hancock	1,048,732	31,297	For
MASTER INVESTMENT PORTFOLIO	0	664,359	Abstain
MFS	0	568,956	Abstain
Neuberger Berman	0	487,420	Abstain
Principal	89,013	363,094	Abstain
Equitable	219,397	218,575	For
Goldman Sachs	0	415,711	Abstain
Natixis	6,801	386,410	Abstain
Two Roads Shared Trust	365,306	575	For
Six Circles Trust	0	349,247	Abstain
Prudential/PGIM	92,716	236,451	Abstain
Nationwide	133,392	188,407	Abstain

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

11. 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: ELLIOTT NOMINEES: Brian S. Coffman

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-21.

Combines 12 wordings of this item as funds reported it.

51.9% Majority: yes · of votes cast

FOR 51.9%WITHHELD 48.1%

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

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 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 407,581,886 outstanding shares: 39% for, 36% withheld (74% of the company cast a for/withheld vote).

The 187 asset managers below cast 99.9% of the shares they voted on this item FOR (33,752,954 for, 267 against).

FOR 30%ABSTAIN 70%

FOR: 33,752,954 (29.7%)AGAINST: 267 (0.0%)ABSTAIN: 79,498,871 (70.0%)NOT VOTED: 279,479 (0.2%)NO VOTE: 2,813 (0.0%)WITHHOLD/ABSTAIN: 6 (0.0%)

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	Abstain	Vote
Vanguard	39,423	38,414,965	Abstain
State Street	0	11,594,830	Abstain
BlackRock	0	11,588,378	Abstain
Fidelity	2,955,290	7,850,088	Abstain
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	Abstain
Dimensional	2,934,271	0	For
BNY Mellon	91,233	2,190,285	Abstain
TIAA	1,224,618	0	For
Bridge Builder Trust	510,419	699,279	Abstain
Jackson National	629,943	566,785	For
John Hancock	1,080,029	0	For
MASTER INVESTMENT PORTFOLIO	0	664,359	Abstain
MFS	568,956	0	For
Neuberger Berman	0	487,420	Abstain
Principal	89,013	363,094	Abstain
Equitable	221,507	216,465	For
Goldman Sachs	0	415,711	Abstain
Natixis	393,211	0	For
Two Roads Shared Trust	365,306	575	For
Six Circles Trust	0	349,247	Abstain
Prudential/PGIM	329,167	0	For
Nationwide	133,392	188,407	Abstain

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

12. 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: ELLIOTT NOMINEES: Michael A. Heim

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-21.

Combines 12 wordings of this item as funds reported it.

52.8% Majority: yes · of votes cast

FOR 52.8%WITHHELD 47.2%

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

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 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 407,581,886 outstanding shares: 39% for, 35% withheld (74% of the company cast a for/withheld vote).

The 187 asset managers below cast 99.9% of the shares they voted on this item FOR (35,719,931 for, 267 against).

FOR 31%ABSTAIN 68%

FOR: 35,719,931 (31.5%)AGAINST: 267 (0.0%)ABSTAIN: 77,571,894 (68.3%)NOT VOTED: 279,479 (0.2%)NO VOTE: 2,813 (0.0%)WITHHOLD/ABSTAIN: 6 (0.0%)

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	Abstain	Vote
Vanguard	39,423	38,414,965	Abstain
State Street	0	11,594,830	Abstain
BlackRock	0	11,588,378	Abstain
Fidelity	2,955,290	7,850,088	Abstain
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	Abstain
Dimensional	2,934,271	0	For
BNY Mellon	1,769,608	511,910	For
TIAA	1,224,618	0	For
Bridge Builder Trust	510,419	699,279	Abstain
Jackson National	375,370	821,358	Abstain
John Hancock	1,080,029	0	For
MASTER INVESTMENT PORTFOLIO	0	664,359	Abstain
MFS	568,956	0	For
Neuberger Berman	487,420	0	For
Principal	89,013	363,094	Abstain
Equitable	221,507	216,465	For
Goldman Sachs	0	415,711	Abstain
Natixis	393,211	0	For
Two Roads Shared Trust	365,306	575	For
Six Circles Trust	0	349,247	Abstain
Prudential/PGIM	329,167	0	For
Nationwide	305,306	16,493	For

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

13. 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.

OTHER

Meeting held 2025-05-21.

Combines 4 wordings of this item as funds reported it.

66% fund support · no official result

FOR 65%AGAINST 34%

The 158 asset managers below cast 66% of the shares they voted on this item FOR (19,902,854 for, 10,405,026 against).

FOR: 19,902,854 (65.4%)AGAINST: 10,405,026 (34.2%)ABSTAIN: 23,976 (0.1%)NOT VOTED: 104,252 (0.3%)UNKNOWN: 200 (0.0%)WITHHOLD/ABSTAIN: 3 (0.0%)

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	Against
MFS	0	568,956	0	Against
Bridge Builder Trust	172,720	337,699	0	Against
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	For
Nationwide	171,914	133,392	0	For
WisdomTree	0	292,648	0	Against
Fidelity	128,500	147,500	0	Against
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	For
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.

14. The Company's proposal to approve the declassification of the Board of Directors.

SHAREHOLDER RIGHTS AND DEFENSESMajority of the votes cast: yes

Meeting held 2025-05-21.

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

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

PHILLIPS 66’s own tally for this item (“Proposal 2: Management proposal to approve the declassification of the Board of Directors.”): 295,250,873 for, 7,087,290 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 407,581,886 outstanding shares: 72% for, 2% against (74% of the company cast a for/against vote).

The 158 asset managers below cast 99.9% of the shares they voted on this item FOR (30,350,436 for, 1,100 against).

FOR 99.6%

FOR: 30,350,436 (99.7%)AGAINST: 1,100 (0.0%)NOT VOTED: 104,252 (0.3%)WITHHOLD/ABSTAIN: 3 (0.0%)

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.

15. Elliott Proposal Requiring Annual Director Resignations

INVESTMENT COMPANY MATTERSMajority of the votes cast: no

Meeting held 2025-05-21.

Combines 4 wordings of this item as funds reported it.

33% Majority: no · of votes cast

FOR 33%AGAINST 67%

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

PHILLIPS 66’s own tally for this item (“Proposal 6: Non-binding Shareholder proposal requiring annual director resignations.”): 99,489,243 for, 202,748,330 against, per its Form 8-K filed 2025-05-28 (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 407,581,886 outstanding shares: 24% for, 49.7% against (74% of the company cast a for/against vote).

The 82 asset managers below cast 9% of the shares they voted on this item FOR (7,825,412 for, 74,895,592 against).

9%AGAINST 90%

FOR: 7,825,412 (9.4%)AGAINST: 74,895,592 (90.2%)ABSTAIN: 102,427 (0.1%)NOT VOTED: 246,425 (0.3%)NO VOTE: 2,813 (0.0%)WITHHOLD/ABSTAIN: 3 (0.0%)

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	For
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.

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

OTHER

Meeting held 2025-05-21.

Combines 3 wordings of this item as funds reported it.

99.9% fund support · no official result

FOR 99.7%

The 75 asset managers below cast 99.9% of the shares they voted on this item FOR (82,603,711 for, 1,718 against).

FOR: 82,603,711 (99.7%)AGAINST: 1,718 (0.0%)ABSTAIN: 27,836 (0.0%)NOT VOTED: 175,227 (0.2%)NO VOTE: 2,813 (0.0%)WITHHOLD/ABSTAIN: 3 (0.0%)

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.

17. Advisory Vote on Say on Pay Frequency

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-05-21.

100% fund support · no official result

14%NOT VOTED 58%12%9%

The 25 asset managers below cast 100% of the shares they voted on this item FOR (166,397 for, 0 against).

FOR: 166,397 (13.9%)ABSTAIN: 60,896 (5.1%)NOT VOTED: 702,134 (58.5%)ONE YEAR: 148,118 (12.3%)DO NOTE VOTE: 106,153 (8.8%)DO NOTVOTE: 8,201 (0.7%)ONE VOTE: 7,975 (0.7%)DO FORT VOTE: 424 (0.0%)

Largest asset managers voting on “Advisory Vote on Say on Pay Frequency” at PHILLIPS 66, 2024-2025
Asset manager	For	Abstain	Vote
JPMorgan	0	0	Not Voted
TD ASSET MANAGEMENT INC	149,682	0	For
GuideStone	0	0	One Year
MILLER HOWARD INVESTMENTS INC /NY	0	0	Do Note Vote
Empower	0	0	Not Voted
TD Waterhouse Canada Inc.	0	0	Not Voted
Desjardins Global Asset Management Inc.	0	0	Not Voted
ADAGE CAPITAL PARTNERS GP, L.L.C.	0	46,907	Abstain
GROUPAMA ASSET MANAGMENT	0	0	One Year
Vinva Investment Management Ltd	16,715	0	For
Northern Lights Fund Trust	0	0	Not Voted
Metzler Asset Management GmbH	0	0	One Year
Convergence Investment Partners, LLC	0	0	One Vote
America First Investment Advisors, LLC	0	0	One Year
Erste Asset Management GmbH	0	6,400	Abstain
Colony Family Offices, LLC	0	5,396	Abstain
CLEARWATER INVESTMENT TRUST	0	0	Not Voted
Northern Lights Variable Trust	0	0	Not Voted
Plato Investment Management Ltd	0	880	Abstain
Fractal Investments LLC	0	669	Abstain
BEACON INVESTMENT ADVISORY SERVICES, INC.	0	0	One Year
NORTHERN LIGHTS FUND TRUST III	0	0	Do Fort Vote
Coyle Financial Counsel LLC	0	322	Abstain
SIERRA SUMMIT ADVISORS LLC	0	322	Abstain
Balentine LLC	0	0	--

18. 14A Executive Compensation Vote Frequency

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-05-21.

100% fund support · no official result

1 YEAR 86%11%

The 14 asset managers below cast 100% of the shares they voted on this item FOR (127 for, 0 against).

FOR: 127 (0.0%)ABSTAIN: 9,900 (2.0%)1 YEAR: 420,831 (85.8%)1: 54,041 (11.0%)1-YEAR: 5,586 (1.1%)

Largest asset managers voting on “14A Executive Compensation Vote Frequency” at PHILLIPS 66, 2024-2025
Asset manager	For	Abstain	Vote
Focus Partners Wealth	0	0	1 Year
MATTERN CAPITAL MANAGEMENT, LLC	0	0	1 Year
LEAVELL INVESTMENT MANAGEMENT, INC.	0	0	1
Blue Edge Capital, LLC	0	9,900	Abstain
EAGLE GLOBAL ADVISORS LLC	0	0	1 Year
WILLIAMSBURG INVESTMENT TRUST	0	0	1
Interval Partners, LP	0	0	1-Year
COURIER CAPITAL LLC	0	0	1
VOISARD ASSET MANAGEMENT GROUP, INC.	100	0	For
MQS Management LLC	0	0	1 Year
OLD SECOND NATIONAL BANK OF AURORA	0	0	1 Year
Simplify Exchange Traded Funds	27	0	For
Baker Avenue Asset Management, LP	0	0	--
Wallington Asset Management, LLC	0	0	--

19. Advisory vote to approve our executive compensation

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

Meeting held 2024-05-15 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

Combines 3 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 407,581,886 outstanding shares: 71% for, 5% against (76% of the company cast a for/against vote).

The 10 asset managers below cast 100% of the shares they voted on this item FOR (48,884 for, 0 against).

FOR 100%

FOR: 48,884 (100.0%)

Largest asset managers voting on “Advisory vote to approve our executive compensation” at PHILLIPS 66, 2024-2025
Asset manager	For	Vote
COLDSTREAM CAPITAL MANAGEMENT INC	34,393	For
VAUGHAN DAVID INVESTMENTS LLC/IL	4,381	For
Americana Partners, LLC	3,181	For
DIVIDEND ASSETS CAPITAL, LLC	2,840	For
Ipswich Investment Management Co., Inc.	2,250	For
Axiom Financial Strategies, LLC	1,239	For
Sky Investment Group LLC	400	For
Seascape Capital Management	200	For
Echo45 Advisors LLC	0	--
Synergy Investment Management, LLC	0	--

20. Declassify the Board of Directors

CORPORATE GOVERNANCE

Meeting held 2025-05-21.

100% fund support · no official result

FOR 97%

The 7 asset managers below cast 100% of the shares they voted on this item FOR (186,066 for, 0 against).

FOR: 186,066 (96.7%)ABSTAIN: 6,400 (3.3%)

Largest asset managers voting on “Declassify the Board of Directors” at PHILLIPS 66, 2024-2025
Asset manager	For	Abstain	Vote
GuideStone	110,244	0	For
Empower	59,503	0	For
Northern Lights Fund Trust	10,426	0	For
Erste Asset Management GmbH	0	6,400	Abstain
CLEARWATER INVESTMENT TRUST	4,200	0	For
Northern Lights Variable Trust	1,269	0	For
NORTHERN LIGHTS FUND TRUST III	424	0	For

21. Declassify Board

OTHER

Meeting held 2025-05-21.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (6,527 for, 0 against).

FOR: 6,527 (100.0%)

Largest asset managers voting on “Declassify Board” at PHILLIPS 66, 2024-2025
Asset manager	For	Vote
WILLIAMSBURG INVESTMENT TRUST	6,400	For
VOISARD ASSET MANAGEMENT GROUP, INC.	100	For
Simplify Exchange Traded Funds	27	For

22. Election of Directors (Full Slate)

DIRECTOR ELECTIONS

Meeting held 2025-05-21.

100% fund support · no official result

W 98%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (127 for, 0 against).

FOR: 127 (1.9%)W: 6,400 (98.1%)

Largest asset managers voting on “Election of Directors (Full Slate)” at PHILLIPS 66, 2024-2025
Asset manager	For	Vote
WILLIAMSBURG INVESTMENT TRUST	0	W
VOISARD ASSET MANAGEMENT GROUP, INC.	100	For
Simplify Exchange Traded Funds	27	For

23. Fix Number of Directors

OTHER

Meeting held 2025-05-21.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (6,527 for, 0 against).

FOR: 6,527 (100.0%)

Largest asset managers voting on “Fix Number of Directors” at PHILLIPS 66, 2024-2025
Asset manager	For	Vote
WILLIAMSBURG INVESTMENT TRUST	6,400	For
VOISARD ASSET MANAGEMENT GROUP, INC.	100	For
Simplify Exchange Traded Funds	27	For

24. Miscellaneous Corporate Actions

OTHER

Meeting held 2025-05-21.

2% fund support · no official result

AGAINST 98%

The 3 asset managers below cast 2% of the shares they voted on this item FOR (127 for, 6,400 against).

FOR: 127 (1.9%)AGAINST: 6,400 (98.1%)

Largest asset managers voting on “Miscellaneous Corporate Actions” at PHILLIPS 66, 2024-2025
Asset manager	For	Against	Vote
WILLIAMSBURG INVESTMENT TRUST	0	6,400	Against
VOISARD ASSET MANAGEMENT GROUP, INC.	100	0	For
Simplify Exchange Traded Funds	27	0	For

25. Frequency of Advisory Vote on Executive Compensation

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-05-21.

— fund support · no official result

1 YEAR 96%

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: 1,415,546 (95.5%)UNVOTED: 66,122 (4.5%)

Largest asset managers voting on “Frequency of Advisory Vote on Executive Compensation” at PHILLIPS 66, 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
FAYEZ SAROFIM & CO	0	0	0	0	1 Year
OSSIAM	0	0	0	0	Unvoted
Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma	0	0	0	0	1 Year

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

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-05-21.

— fund support · no official result

NOT VOTED 50.8%ONE YEAR 49.2%

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

NOT VOTED: 10,794 (50.8%)ONE YEAR: 10,443 (49.2%)

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, 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
CENTAUR MUTUAL FUNDS TRUST	0	0	0	0	Not Voted
Dunham Funds	0	0	0	0	One Year
Northern Lights Fund Trust IV	0	0	0	0	--

27. ADVISORY APPROVAL OF FREQUENCY OF FUTURE ADVISORY APPROVALS OF EXECUTIVE H

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-05-21.

100% fund support · no official result

FOR 50.9%NOT VOTED 49.1%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (10,806 for, 0 against).

FOR: 10,806 (50.9%)NOT VOTED: 10,443 (49.1%)

Largest asset managers voting on “ADVISORY APPROVAL OF FREQUENCY OF FUTURE ADVISORY APPROVALS OF EXECUTIVE H” at PHILLIPS 66, 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
Northern Lights Fund Trust IV	10,806	0	0	0	For
Dunham Funds	0	0	0	0	Not Voted

28. Director Elections

DIRECTOR ELECTIONS

Meeting held 2025-05-21.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (3,775 for, 0 against).

FOR: 3,775 (100.0%)

Largest asset managers voting on “Director Elections” at PHILLIPS 66, 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
Ballew Advisors, Inc	3,775	0	0	0	For
Members Trust Co	0	0	0	0	--

29. Executive Salary

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-05-21.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (17,129 for, 0 against).

FOR: 17,129 (100.0%)

Largest asset managers voting on “Executive Salary” at PHILLIPS 66, 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
Northside Capital Management, LLC	16,725	0	0	0	For
Bell & Brown Wealth Advisors, LLC	404	0	0	0	For

30. SECTION 14A SAY-ON-PAY VOTES

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-05-21.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (3,247 for, 0 against).

FOR: 3,247 (100.0%)

Largest asset managers voting on “SECTION 14A SAY-ON-PAY VOTES” at PHILLIPS 66, 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
Pinnacle Family Advisors, LLC	1,724	0	0	0	For
Lido Advisors, LLC	1,523	0	0	0	For

31. Say on Pay

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-05-21.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (415,321 for, 0 against).

FOR: 415,321 (100.0%)

Largest asset managers voting on “Say on Pay” at PHILLIPS 66, 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
Recurrent Investment Advisors LLC	415,136	0	0	0	For
CHELSEA COUNSEL CO	185	0	0	0	For

Showing the 31 reported items with the widest manager coverage, of 35 in total. View every item.

Largest PHILLIPS 66 shareholders voting in 2024-2025

Ranked by the number of PHILLIPS 66 shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 407,581,886 shares outstanding at the time of that meeting.

Top PHILLIPS 66 shareholders by shares voted, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	10.08%
2	State Street	7.47%
3	BlackRock	5.77%
4	Elliott	3.86%
5	Fidelity	3.39%
6	HARRIS ASSOCIATES L P	3.08%
7	T. Rowe Price	2.79%
8	HARRIS ASSOCIATES INVESTMENT TRUST	2.24%
9	GEODE CAPITAL MANAGEMENT, LLC	2.16%
10	Invesco	1.87%

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 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 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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 2025-03-31. 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 2025-05-21, in the 2024-2025 proxy season, 1,128 asset managers reported how they voted in their SEC Form N-PX filings, covering 14,489 separate fund positions. Their filings are grouped here into 35 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… — FOR was 86% 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 2025-05-28.

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