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
Date of Report (Date of earliest event reported): May 9, 2012
Phillips 66
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-35349 | | 45-3779385 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
600 North Dairy Ashford
Houston, Texas 77079
(Address of principal executive offices and zip code)
(281) 293-6600
(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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On May 9, 2012, the Board of Directors of Phillips 66 (the “Board”) elected Dr. Marna C. Whittington to the Board. Dr. Whittington, 64, was Chief Executive Officer of Allianz Global Investors Capital, a diversified global investment firm, from 2002 until her retirement in January 2012. She was Chief Operating Officer of Allianz Global Investors, the parent company of Allianz Global Investors Capital, from 2001 to 2011. Prior to that, she was Managing Director and Chief Operating Officer of Morgan Stanley Asset Management. Dr. Whittington started in the investment management industry in 1992, joining Philadelphia-based Miller Anderson & Sherrerd. Previously, she was Executive Vice President and CFO of the University of Pennsylvania, from 1984 to 1992. Earlier, she had been Budget Director and later Secretary of Finance for the State of Delaware. Dr. Whittington also serves as a director of Macy’s, Inc. Dr. Whittington was appointed to serve on the Audit and Finance Committee and the Public Policy Committee of the Board.
Dr. Whittington will receive compensation in accordance with plans and programs more fully described in the Information Statement filed as part of Phillips 66’s Registration Statement on Form 10 under the heading “Non-Employee Director Compensation” (and such description is incorporated herein by reference).
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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.
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| | | | | Phillips 66 |
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| Dated: May 10, 2012 | | By: | | /s/ Paula A. Johnson |
| | | | Paula A. Johnson Senior Vice President, Legal, General Counsel and Corporate Secretary |
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