Phillips 66

false 0001534701 0001534701 2026-05-13 2026-05-13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 13, 2026 Date of Report (Date of earliest event reported) Phillips 66 (Exact name of registrant as specified in its charter) Delaware 001-35349 45-3779385 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 2331 CityWest Boulevard Houston , Texas 77042 (Address of principal executive offices and zip code) (832) 765-3010 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, $0.01 par value PSX New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07 Submission of Matters to a Vote of Security Holders. Phillips 66 (the “Company”) held its Annual Meeting of Shareholders on May 13, 2026 (the “Annual Meeting”). There were 400,982,591 shares of common stock outstanding and entitled to vote as of March 20, 2026, the record date for the Annual Meeting. The results of the matters submitted to a vote of the shareholders at the Annual Meeting are set forth below. 1. Election of four Class I director nominees. The shareholders voted to elect four Class II directors, each to serve for a three-year term that expires at the annual meeting of shareholders held in 2029 or until such director’s successor has been duly elected or appointed and qualified, or until their earlier resignation or removal, by the following votes: Voted For Voted Against Abstentions Broker Non-Votes Gregory J. Hayes 271,041,189 26,115,802 634,511 54,069,082 Charles M. Holley 283,625,254 13,511,900 654,347 54,069,082 Denise R. Singleton 281,817,272 15,326,168 648,061 54,069,082 Howard I. Ungerleider 282,277,844 14,852,458 661,199 54,069,082 2. Proposal to approve, on an advisory basis, named executive officer compensation. The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, by the following votes: Voted For Voted Against Abstentions Broker Non-Votes 285,329,903 10,789,646 1,671,953 54,069,082 3. Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm. 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: Voted For Voted Against Abstentions 347,828,980 3,118,895 912,709 -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Phillips 66 Dated: May 14, 2026 By: /s/ Vanessa A. Sutherland Vanessa A. Sutherland Executive Vice President -3-