Elliott Has Nominated Seven Highly Qualified
Candidates with Best-in-Class
Experience in Refining and Midstream Operations, Capital
Allocation, and
Complex Transactions
Files Preliminary Proxy and Submits Proposal
to Annually Elect All Directors
Full Materials Available at
Streamline66.com
WEST
PALM BEACH, Fla., March 4,
2025 /PRNewswire/ -- Elliott Investment
Management L.P. ("Elliott"), which manages funds that together have
an investment of more than $2.5
billion in Phillips 66 (NYSE: PSX) (the "Company" or
"Phillips"), today announced seven independent, highly qualified
candidates it has nominated (the "Candidates") to the Company's
Board for election at the upcoming 2025 Annual Meeting of
Shareholders (the "Annual Meeting").
In its February 11 materials,
Elliott detailed its case for change at Phillips to allow the
Company to realize its full potential and reverse its
persistent underperformance versus peers. Elliott identified
three initiatives that it believes are critical to real progress
finally occurring at Phillips: portfolio simplification; an
operating review; and enhanced oversight. The director nominees
announced today will bring the right experience and objective
perspectives to the Board as it executes the best path forward for
the Company, including by bolstering accountability and improving
oversight of management initiatives.
Elliott's slate of seven highly qualified individuals allows it
to maintain flexibility given the Company's recent actions to
change the composition of its Board. On February 18 Phillips announced that two sitting
directors previously in the 2025 class, Gary Adams and Denise
Ramos, would not stand for reelection at the Company's 2025
Annual Meeting, and that the size of the Board would be reduced
from 14 to 12 directors after the Annual Meeting. However, the
Company has not disclosed how many seats will now be up for
election or who it will be nominating. Elliott's candidates were
chosen through a comprehensive search process to identify
professionals with complementary backgrounds and experience related
to improving refining and midstream operations, evaluating complex
strategic transactions and enhancing corporate
governance. Prior to the filing of Elliott's definitive proxy
materials, Elliott will identify the final slate of director
candidates that will stand for election at the Annual Meeting.
Elliott's director nominees are as follows, with more detailed
biographies appended to this release:
- Brian Coffman – former
CEO of Motiva Enterprises and former SVP of Refining at
Andeavor
- Sigmund Cornelius –
former SVP and CFO of ConocoPhillips
- Michael Heim – one of the
founders and former President and COO of Targa Resources
- Alan Hirshberg – former
EVP, Production, Drilling and Projects at ConocoPhillips
- Gillian Hobson – former
M&A and Capital Markets Partner at Vinson & Elkins, with
significant focus on midstream transactions
- Stacy Nieuwoudt – former
Energy and Industrials Analyst at Citadel
- John Pike – Partner at Elliott Investment
Management
Today Elliott also filed its preliminary proxy statement with
the Securities and Exchange Commission. Elliott has submitted a
non-binding proposal aimed at introducing annual director elections
for the Phillips Board through a corporate governance policy. Over
five of the last nine years, the Company has put forward multiple
proposals to declassify the Board – all of which received strong
stockholder support (including 99% of the shares voted in 2023) but
failed to achieve the 80% supermajority threshold of shares
outstanding to allow for a Charter amendment.
Elliott's proposal requests that the Board adopt
a corporate governance policy, under which each incumbent director
would be required to commit to a one-year term at each annual
meeting – making all Board seats open annually. The policy is a
practical approach to enhance Board accountability to shareholders,
align with governance best practices and respond to the recurring
strong support from Phillips stockholders for annual director
elections in response to an onerous supermajority voting
requirement to amend the Company's Charter.
The full biographies of the Candidates follow:
Brian S.
Coffman
Former CEO of Motiva Enterprises and
former SVP of Refining at Andeavor
Brian Coffman is an independent
advisor focused on the energy, chemical and related industries. He
previously served as the President, Chief Executive Officer and
Executive Director of the board of Motiva Enterprises, one of
North America's largest petroleum
refiners. The company is wholly-owned by Saudi Arabian Oil
Group and has long-term brand licenses with Phillips 66. He also
previously served as Senior Vice President of Refining at Andeavor,
and spent more than three decades at ConocoPhillips, including
serving as the President of ConocoPhillips Pipeline, and at
Phillips 66 after it was spun off from ConocoPhillips. Coffman
currently serves as a director of TPC Group and Idaho Asphalt
Supply and on the Advisory Board of Imubit. His previous board
roles include the American Fuel & Petroleum Manufacturers, the
American Petroleum Institute and the Greater Houston Partnership.
Coffman's extensive executive level operating experience in the
refining industry would make him a valuable addition to the
Phillips Board.
Sigmund L.
Cornelius
Former SVP and CFO of
ConocoPhillips
Sigmund Cornelius was President
and Chief Operating Officer of Freeport LNG until 2021 and remained
President until retiring in 2023. He previously spent three decades
at ConocoPhillips, including as Senior Vice President and Chief
Financial Officer and President, Exploration and Production – Lower
48. Cornelius currently serves as a director of Parex Resources. He
is a member of the board of directors of the Electric Reliability
Council of Texas (ERCOT). His
previous board seats include CARBO Ceramics, Andeavor Logistics,
Parallel Energy Trust, Western Refining, Columbia Pipeline Group,
NiSource, Centrus Energy, DCP Midstream Partners, and Chevron
Phillips Chemical Company. Cornelius' significant executive level
energy industry experience, background in strategic planning and
risk oversight, and extensive public board experience – including
at companies in the refining sector – would make him a valuable
addition to the Phillips Board.
Michael A. Heim
One
of the founders and former President and COO of Targa
Resources
Michael Heim has been Senior
Operating Partner at Stonepeak Partners and an independent
consultant to the energy industry since he retired in 2019. He is
one of the founders of Targa Resources, a leading provider of oil
and gas midstream services, and served in numerous executive
leadership roles over the course of over 16 years, including as
Executive Vice President and Chief Operating Officer, President and
Chief Operating Officer, and Vice Chairman and a member of the
board of directors. Heim also held multiple executive roles within
The Coastal Corporation, a diversified energy company. Heim
currently serves on the board of directors of Evolve Transition
Infrastructure, an investment partnership focused on energy
infrastructure. In connection with Heim's service at Stonepeak
Partners, he currently and has previously served on the boards of
directors of several private portfolio companies within the energy
and oil and gas sectors. Heim's executive background in midstream
operations and experience in the energy industry and serving on
public boards would make him a valuable addition to the Phillips
Board.
Alan J.
Hirshberg
Former EVP, Production, Drilling and
Projects at ConocoPhillips
Alan Hirshberg is the President
of VOR Advisors, a business consulting firm he founded in
January 2019. He has over 35 years of
senior leadership experience in the energy sector, drawn from roles
at ConocoPhillips and ExxonMobil. He spent nearly a decade at
ConocoPhillips, where he served in a number of roles, including as
Senior Vice President, Planning and Strategy, Executive Vice
President of Technology and Projects, and Executive Vice President,
Production, Drilling and Projects – a role in which he had
responsibility for ConocoPhillips' worldwide operations, as well as
supply chain, aviation, marine, major projects, drilling and
engineering functions. Prior to that, he served for over two
decades at ExxonMobil, where he held various senior leadership
positions in upstream research, production operations, major
projects and strategic planning. Hirshberg currently serves as a
director of Noble Corporation, an offshore drilling contractor, and
TransMontaigne Partners. His previous board memberships include
McDermott International, Sitio Royalties, DCP Midstream Partners,
and Chevron Phillips Chemical Company. Hirshberg's experience as a
senior executive in the energy sector combined with his expertise
in engineering, risk management, strategic planning and operations
would make him a valuable addition to the Phillips Board.
Gillian A.
Hobson
Former M&A and Capital Markets Partner
at Vinson & Elkins, with significant focus on midstream
transactions
Gillian Hobson is the Senior Vice
President, Chief Legal Officer and Corporate Secretary of Group 1
Automotive, an international automotive retailer. As a Partner in
the Mergers & Acquisitions and Capital Markets Practice at
Vinson & Elkins, she previously spent over two decades
representing public and private companies in mergers and
acquisitions, capital-raising transactions, securities disclosures
and corporate governance. While at V&E, Hobson had a
significant focus on midstream transactions, including spin-offs
and separations. Hobson also served in several leadership
positions, including on the firm-wide management committee and as
co-chair of the firm's Diversity Council. Hobson's experience
representing energy industry clients in complex transactions,
including multiple value-enhancing midstream transactions, along
with her corporate governance expertise, would make her a valuable
addition to the Phillips Board.
Stacy D.
Nieuwoudt
Former Energy and Industrials Analyst at
Citadel
Stacy Nieuwoudt has been a
private investor since 2019. Previously, she served as Senior
Energy and Industrials Analyst at Aptigon Capital and Energy
Equities Analyst at Surveyor Capital, both of which are Citadel
companies. She also previously held roles at Crosslink Capital
Management, Tudor, Pickering, Holt & Co, EnCap Investments, and
Simmons & Company International. Nieuwoudt currently serves as
a director of enCore Energy, a uranium producer and clean energy
company, and ProFrac Holding Corp., a leading energy services
company specializing in hydraulic fracturing solutions. She
previously served on the board of Independence Contract Drilling.
Nieuwoudt's extensive experience evaluating plans to maximize
shareholder value and investing across the energy sector, as well
as her public company board experience, would make her a valuable
addition to the Phillips Board.
John Pike
Partner at
Elliott Investment Management
John Pike is a Partner at Elliott
Investment Management and is responsible for overseeing certain
public and private equity investments spanning multiple industries,
with a focus on energy investments, including exploration and
production, midstream, downstream, as well as mineral and land
rights and asset-based transactions. Pike is also a member of
Elliott's Management Committee and Global Investment Committee. He
previously served in numerous roles at the firm, including Senior
Portfolio Manager, Portfolio Manager and Analyst. Prior to joining
Elliott Investment Management in 2003, Pike was an Associate in the
investment banking division of Donaldson, Lufkin & Jenrette.
Pike's investment experience and his expertise in the energy and
oil and gas financial sectors would make him a valuable addition to
the Phillips Board.
For more information, please visit Streamline66.com.
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Elliott Investment Management L.P., together with
the other participants named herein (collectively, "Elliott"), has
filed a preliminary proxy statement and accompanying GOLD
universal proxy card with the Securities and Exchange Commission
("SEC") to be used to solicit proxies with respect to the election
of Elliott's slate of highly qualified director candidates and the
other proposals to be presented at the 2025 annual meeting of
stockholders of Phillips 66, a Delaware corporation ("Phillips" or the
"Company").
THE PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS
OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY
MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL
BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT
HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS WILL PROVIDE
COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE
PARTICIPANTS' PROXY SOLICITOR.
The participants in the solicitation are Elliott
Investment Management L.P. ("Elliott Management"), Elliott
Associates, L.P. ("Elliott Associates"), Elliott International,
L.P. ("Elliott International"), The Liverpool Limited Partnership
("Liverpool"), Elliott Investment
Management GP LLC ("EIM GP"), Paul E.
Singer, Brian S. Coffman,
Sigmund L. Cornelius, Michael A. Heim, Alan J.
Hirshberg, Gillian A. Hobson,
Stacy D. Nieuwoudt and John Pike.
As of the date hereof, Elliott holds a 5.5%
economic interest in the Company. As of the date hereof, Elliott
Management, the investment manager of Elliott Associates and
Elliott International (together, the "Elliott Funds") with respect
to investments in the Company by the Elliott Funds and/or their
respective subsidiaries, beneficially owns 15,720,000 shares of the
Company's Common Stock, $0.01 par
value per share (the "Common Stock"), including 13,220,000 shares
of Common Stock and 2,500,000 shares of Common Stock underlying
certain exercisable call option contracts held by the Elliott
Funds. As of the date hereof, the Elliott Funds are party to
notional principal amount derivative agreements in the form of cash
settled swaps with respect to an aggregate of 6,827,500 shares of
Common Stock and hold exercisable over-the-counter American-style
call option contracts with respect to an aggregate of 2,500,000
shares of Common Stock having a strike price of $135.00 and expiring on June 20, 2025 (collectively, "Derivative
Agreements"). Elliott Associates, Elliott International and
Liverpool are the direct holders
of the shares of Common Stock beneficially owned by Elliott
Management, and are party to the Derivative Agreements.
Liverpool is a wholly-owned
subsidiary of Elliott Associates. EIM GP is the sole general
partner of Elliott Management. Mr. Singer is the sole managing
member of EIM GP. As of the date hereof, Mr. Cornelius may be
deemed to beneficially own 20,000 shares of Common Stock, which are
held jointly in an account with his spouse, and Mr. Hirshberg may
be deemed to beneficially own an aggregate of 27,018 shares of
Common Stock, which are held personally and through two estate
planning vehicles of which he serves as trustee and co-general
partner, respectively. As of the date hereof, neither Mses.
Nieuwoudt or Hobson, nor Messrs. Coffman, Heim or Pike beneficially
own any shares of Common Stock.
About Elliott
Elliott Investment Management L.P. (together with its
affiliates, "Elliott") manages approximately $69.7
billion of assets as of June 30, 2024. Founded in 1977,
it is one of the oldest funds under continuous management. The
Elliott funds' investors include pension plans, sovereign wealth
funds, endowments, foundations, funds-of-funds, high net worth
individuals and families, and employees of the firm.
Media Contact:
Casey
Friedman
Elliott Investment Management L.P.
(212)
478-1780
cFriedman@elliottmgmt.com
Investor Contact:
Bruce Goldfarb / Pat McHugh
Okapi Partners LLC
(877) 629-6357
(212) 297-0720
info@okapipartners.com
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SOURCE Elliott Investment Management L.P.
