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
February 12, 2025
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 12, 2025, Gary K. Adams and Denise L. Ramos each informed the Board of Directors (the “Board”) of Phillips 66 (the “Company”) of their intent not to stand for reelection to the Board at the Company’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The decisions of Mr. Adams and Ms. Ramos were the result of the Board’s ongoing refreshment activities, as described in the Company’s 2024 definitive proxy statement, and were not the result of any disagreement between either director and the Company relating to the Company’s operations, policies or practices. Both Mr. Adams and Ms. Ramos will continue to serve on the Board until the expiration of their current term at the Annual Meeting. Effective immediately after the Annual Meeting, the size of the Company’s Board will be reduced from 14 to 12 directors.
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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.
| Phillips 66 | ||||||
| Dated: February 18, 2025 | By: | /s/ Vanessa Allen Sutherland | ||||
Vanessa Allen Sutherland Executive Vice President | ||||||
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