PSX Phillips 66

Phillips operates under a staggered Board structure, which insulates directors from accountability to stockholders and is inconsistent with governance best practices. We believe the Company’s unresponsiveness to stockholder concerns is a reflection of its poor corporate governance, including the staggered Board. In addition to our director nominees, Elliott has submitted a non-binding Annual Election Policy Proposal to stockholders. Elliott’s proposal requests that the Board adopt a corporate governance policy, under which each incumbent director would be required to commit to serving one-year terms at each annual meeting – which would make all board seats open annually and make it clear the Board is committed to being accountable to stockholders going forward.

Additionally, we believe that the Board should add new, highly-qualified directors with relevant experience to provide fresh perspectives, bolster accountability and improve supervision of management initiatives. The Company’s long-tenured directors have overseen years of underperformance and lack the credibility with investors or the backgrounds necessary to drive the changes necessary at Phillips.

Elliott’s Plan for Change at Phillips: The Streamline66 Initiative

We believe there is a clear, actionable path for the Company to realize the full potential of its assets:

Elliott’s Director Candidates Would Add Valuable Experience and Fresh Perspectives to the Board

Elliott has nominated exceptional director candidates with decades of experience in refining, midstream, corporate governance, and complex transactions. We conducted a rigorous search for individuals with the ideal blend of skills and backgrounds to address the Company’s issues. If elected, they will collaborate with the remaining Board members to regain trust with investors and put Phillips on the path to realizing the full value of its assets.

The full biographies of the Nominees 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.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

We are seeking your support at the 2025 Annual Meeting to elect the Elliott Nominees in opposition to the Company’s director nominees. The Company has a classified Board structure, with the Company’s 14 current directors divided into three classes. The directors in each class are elected for terms of three years so that the term of office of one class of directors expires at each annual meeting of stockholders. The Board currently includes four Class I directors with terms expiring at the 2025 Annual Meeting, five Class II directors with terms expiring at the Company’s 2026 Annual Meeting of Stockholders, and five Class III directors with terms expiring at the Company’s 2027 Annual Meeting of Stockholders. Elliott’s slate of seven highly qualified individuals allows it to maintain flexibility given the Company’s recent actions to change the composition of the Board. The Company has announced that two Class I directors will not be standing for re-election at the 2025 Annual Meeting and that, effective immediately after the 2025 Annual Meeting, the size of the Company’s Board will be reduced to 12 directors. However, the Company has not disclosed how many seats will be up for election or who it will be nominating for election at the 2025 Annual Meeting, creating uncertainty regarding how the Company will abide by the requirement under its governing documents that the director classes be “as nearly equal in number as is reasonably possible”. Based on a total Board size of 12 directors after the 2025 Annual Meeting, we believe that four Class I directors will be elected at the 2025 Annual Meeting. Ultimately, Elliott intends to withdraw certain of the Elliott Nominees and/or designate certain Elliott Nominees as alternates prior to the filing of our definitive proxy statement so that there would not be more Elliott Nominees running than seats up for election at the 2025 Annual Meeting.

This Proxy Statement is soliciting proxies to elect the Elliott Nominees. Your vote to elect a number of Elliott Nominees will have the legal effect of replacing the same number of incumbent directors. If elected, the Elliott Nominees, subject to their fiduciary duties as directors, will seek to work collaboratively with the other members of the Board to enhance stockholder value. However, the Elliott Nominees will constitute a minority of the Board and there can be no guarantee that they will be able to implement the actions that they believe are necessary at Phillips. There is no assurance that any of the Company’s nominees will serve as directors if all or some of the Elliott Nominees are elected. You should refer to the Company’s proxy statement for the names, background, qualifications and other information concerning the Company’s nominees.

We intend to provide the required notice to the Company pursuant to the Universal Proxy Rules, including Rule 14a-19(a)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and intend to solicit the holders of Common Stock representing at least 67% of the voting power of Common Stock entitled to vote on the election of directors in support of director nominees other than the Company’s nominees.

THE ELLIOTT NOMINEES

Set forth below are the names, ages, business addresses, and business experience for the past five years of the Elliott Nominees, and certain other information furnished to Elliott by the Elliott Nominees, as well as a discussion of the specific experience, qualifications, attributes or skills that led to Elliott’s conclusion that the Elliott Nominees should serve as directors. The nomination of the Elliott Nominees was made in a timely manner and in compliance with the applicable provisions of the Company’s governing instruments.

Each of the Elliott Nominees is a citizen of the United States of America.

The business address of Mr. Coffman is 6309 Meadow Grass Court, Fort Collins, Colorado 80528. The business address of Mr. Cornelius is 5200 James Lane, Fulshear, Texas 77441. The business address of Mr. Heim is 24 Courtlandt Place, Houston, Texas 77006. The business address of Mr. Hirshberg is 78 North Bay Boulevard, The Woodlands, Texas 77380. The business address of Ms. Hobson is 808 Circle Drive, Bellaire, Texas 77401. The business address of Mr. Meisel is 3637 Haynie Avenue, Dallas, Texas 75205. The business address of Ms. Nieuwoudt is 1021 Walnut Street, San Carlos, California 94070. The business address of Mr. Pike is 360 S. Rosemary Ave., 18^th Floor, West Palm Beach, Florida 33401.

As of the date hereof, none of the Elliott Nominees, other than Messrs. Cornelius and Hirshberg, beneficially owns any securities of the Company and none of the Elliott Nominees, other than Mr. Cornelius, has entered into any transactions in securities of the Company during the past two years. For information regarding purchases and sales of securities of the Company during the past two years by each of the Participants, please see Schedule I.

As of the date hereof, Mr. Cornelius may be deemed to beneficially own 20,000 shares of the Common Stock, which shares are held jointly in an account with his spouse. As of the date hereof, Mr. Hirshberg may be deemed to beneficially own an aggregate of 27,018 shares of the Common Stock, which shares are held personally and through two family estate planning vehicles, the Charles and Dorothy Hirshberg Family Gift Trust, a Tennessee trust of which Mr. Hirshberg serves as trustee, and LaPlata Canyon, L.P., a Texas limited partnership of which Mr. Hirshberg and his spouse serve as co-general partners. The shares of Common Stock beneficially owned by Mr. Cornelius were purchased with personal funds (which may, at any time, including margin loans made by brokerage firms in the ordinary course of business). The shares of Common Stock beneficially owned by Mr. Hirshberg were purchased with personal funds and working capital.

Each Elliott Nominee may be deemed to be a member of a “group” with the other Participants for the purposes of Section 13(d)(3) of the Exchange Act, and such group may be deemed to beneficially own the 15,767,018 shares of Common Stock beneficially owned in the aggregate by all of the Participants. Each Elliott Nominee disclaims beneficial ownership of the shares of Common Stock that he or she does not directly own.

Elliott Associates and Elliott International have entered into an Engagement and Indemnification Agreement with each of the Elliott Nominees other than Mr. Pike (collectively, the “Nominee Agreements”), pursuant to which, in consideration for such Elliott Nominee’s agreement to serve as a nominee, Elliott Associates and Elliott International agreed to pay such Elliott Nominee $50,000 upon the provision by such Elliott Nominee of all information requested in connection with the nomination and an additional $50,000 if such Nominee is elected or appointed to the Board resulting from a nomination or appointment approved by Elliott Associates and Elliott International or a written agreement between Elliott Associates and Elliott International and the Company, with such amount deemed payable to such Elliott Nominee effective prior to such Elliott Nominee’s election or appointment to the Board. Pursuant to the Nominee Agreements, each such Elliott Nominee also agreed that, if such Elliott Nominee is elected or appointed to the Board, such Elliott Nominee will use the after-tax proceeds from such compensation, or an equivalent amount of other funds, to acquire securities of the Company. Further, pursuant to the Nominee Agreements, Elliott Associates and Elliott International agreed to indemnify each such Elliott Nominee against claims arising from the solicitation of proxies from the Company’s stockholders in connection with the 2025 Annual Meeting and any related matters; provided that the indemnification obligations will not apply to any event or occurrence relating to or directly or indirectly arising out of such Elliott Nominee’s service as a director of the Company, if elected.

Each of the Elliott Nominees has consented to being named as a nominee of Elliott in any proxy statement relating to the 2025 Annual Meeting and serving as a director of the Company if elected (collectively, the “Consents”).

Each of the Elliott Nominees has granted Elliot Greenberg, a representative of Elliott Associates, a power of attorney to execute certain SEC filings and other documents in connection with the solicitation of proxies at the 2025 Annual Meeting (collectively, the “POAs”).

Elliott believes that each Elliott Nominee presently is, and if elected as a director of the Company, would qualify as an “independent director” within the meaning of (i) applicable New York Stock Exchange (“NYSE”) listing standards applicable to board composition and (ii) Section 301 of the Sarbanes-Oxley Act of 2002. Notwithstanding the foregoing, Elliott acknowledges that no director of a NYSE listed company qualifies as “independent” under the NYSE listing standards unless the board of directors affirmatively determines that such director is independent under such standards. Accordingly, Elliott acknowledges that if any Elliott Nominee is elected, the determination of the Elliott Nominee’s independence under the NYSE listing standards ultimately rests with the judgment and discretion of the Board. No Elliott Nominee is a member of the Company’s compensation, nominating or audit committee that is not independent under any such committee’s applicable independence standards.

Ms. Nieuwoudt previously served as a director of Independence Contract Drilling, Inc. (OTCQX: ICDI) (formerly NYSE: ICD) (“ICD”) and she resigned from such role effective August 15, 2024. ICD subsequently filed for Chapter 11 bankruptcy under a prepackaged plan on December 3, 2024.

Except as set forth in this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, no Elliott Nominee has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Elliott Nominee directly or indirectly beneficially owns any securities of the Company; (iii) no Elliott Nominee owns any securities of the Company which are owned of record but not beneficially; (iv) no Elliott Nominee has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by any Elliott Nominee is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no Elliott Nominee is, or within the past year was, a party to any contracts, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any Elliott Nominee owns beneficially, directly or indirectly, any securities of the Company; (viii) no Elliott Nominee owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no Elliott Nominee or any of his or her associates or immediate family members was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Elliott Nominee or any of his or her associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; (xi) no Elliott Nominee has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the Annual Meeting; (xii) no Elliott Nominee holds any positions or offices with the Company; (xiii) no Elliott Nominee has a family relationship with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer; and (xiv) no companies or organizations, with which any of the Elliott Nominees has been employed in the past five years, is a parent, subsidiary or other affiliate of the Company. There are no material proceedings to which any Elliott Nominee or any of his or her associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. Except as disclosed herein, with respect to each of the Elliott Nominees, (a) none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act (“Regulation S-K”) occurred during the past 10 years, (b) there are no relationships involving any Elliott Nominee or any Elliott Nominees’ associates that would have required disclosure under Item 407(e)(4) of Regulation S-K had such Elliott Nominee been a director of the Company, and (c) none of the Elliott Nominees nor any of their associates has received any fees earned or paid in cash, stock awards, option awards, non-equity incentive plan compensation, changes in pension value or nonqualified deferred compensation earnings or any other compensation from the Company during the Company’s last completed fiscal year, or was subject to any other compensation arrangement described in Item 402 of Regulation S-K.

Other than as set forth in this Proxy Statement (including the Schedules hereto), there are no agreements, arrangements or understandings between Elliott and the Elliott Nominees or any other person or persons pursuant to which the nominations described herein and the Annual Election Policy Proposal are to be made. None of the Elliott Nominees is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries in any material pending legal proceedings.

We do not expect that any of the Elliott Nominees will be unable to stand for election, but, in the event any Elliott Nominee is unable to serve or for good cause will not serve, the shares of Common Stock represented by the enclosed GOLD universal proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under the Bylaws or applicable law. In addition, we reserve the right to nominate substitute person(s) if the Company makes or announces any changes to the Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any Elliott Nominee, to the extent this is not prohibited under the Bylaws or applicable law. In any such case, we would identify and properly nominate such substitute nominee(s) in accordance with the Bylaws and the shares of Common Stock represented by the enclosed GOLD universal proxy card will be voted for such substitute nominee(s). We reserve the right to nominate additional person(s), to the extent that is not prohibited under the Company’s organizational documents or applicable law, if the Company increases the size of the Board above its existing size or increases the number of directors that may be elected to the Board at the 2025 Annual Meeting.

Elliott and the Company will each be using a universal proxy card for voting on the election of directors at the 2025 Annual Meeting, which will include the names of all nominees for election to the Board. Stockholders are permitted to vote for fewer than [four (4)] nominees or for any combination (up to [four (4)] total) of the Company’s nominees and the Elliott Nominees on Elliott’s enclosed GOLD universal proxy card. There is no need to use the Company’s White proxy card or voting instruction form, regardless of how you wish to vote.

IF YOU MARK FEWER THAN [FOUR (4)] “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, OUR GOLD UNIVERSAL PROXY CARD, WHEN DULY EXECUTED, WILL BE VOTED ONLY AS DIRECTED. IF NO DIRECTION IS INDICATED WITH RESPECT TO HOW YOU WISH TO VOTE YOUR SHARES, THE PROXIES NAMED THEREIN WILL VOTE SUCH SHARES “FOR” THE ELLIOTT NOMINEES.

IMPORTANTLY, IF YOU MARK MORE THAN [FOUR (4)] “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF DIRECTORS WILL BE DEEMED INVALID.

While we currently intend to vote all of the Elliott Group Shares in favor of the election of the Elliott Nominees, we reserve the right to vote some or all of the Elliott Group Shares as we see fit, in order to achieve a Board composition that we believe is in the best interest of all stockholders. We would only intend to vote some or all of the Elliott Group Shares in a different manner than what we are otherwise recommending in the event it were to become apparent to us, based on the projected voting results at such time, that less than all of the Elliott Nominees would be elected at the 2025 Annual Meeting and that by voting the Elliott Group Shares in a different manner we could help achieve a Board composition that we believe is in the best interest of all stockholders. Stockholders should understand that all shares of Common Stock represented by the enclosed GOLD proxy card will be voted at the 2025 Annual Meeting as marked.

WE STRONGLY URGE YOU TO VOTE “FOR” THE ELECTION OF ALL OF THE ELLIOTT NOMINEES ON THE ENCLOSED GOLD PROXY CARD

PROPOSAL NO. 2
ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION

As disclosed in the Company’s proxy statement, in accordance with Section 14A of the Exchange Act, the Company’s stockholders are being asked to vote on the following advisory (non-binding) resolution:

RESOLVED, that the stockholders approve the compensation of Phillips 66’s Named Executive Officers (NEOs) as described in [the Company’s] Proxy Statement in the Compensation Discussion and Analysis section and in the Executive Compensation Tables (together with the accompanying narrative disclosures).

This proposal, commonly known as “Say-on-Pay” proposal, is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive officers and the philosophy, policies and practices as described in the Company’s proxy statement.

According to the Company’s proxy statement, as an advisory vote, this proposal is not binding upon the Board. However, the Board and Human Resources and Compensation Committee will consider the outcome of the vote when evaluating future executive compensation arrangements.

The affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote is required to approve this proposal. Abstentions will have the effect of a vote against this proposal.

WE MAKE [NO RECOMMENDATION WITH RESPECT TO THIS PROPOSAL] AND INTEND TO VOTE OUR SHARES [“FOR”/“AGAINST”] THIS PROPOSAL

PROPOSAL NO. 3
ADVISORY APPROVAL OF FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

As discussed in further detail in the Company’s proxy statement, the Company is asking stockholders to vote on the frequency of future shareholder advisory votes to approve executive compensation, as required by SEC rules. Shareholders may vote whether an advisory vote to approve the Company’s executive compensation should be held every year, every two years or every three years.

As disclosed in the Company’s proxy statement, the stockholder vote on the frequency of the advisory vote on executive compensation is non-binding, meaning that the Board will not be obligated to take any actions or to adjust the frequency of the advisory vote on executive compensation as a result of the vote. Although the vote is non-binding, the Company has disclosed that the Board values the opinions expressed by the Company’s stockholders and will consider the outcome of the vote when determining the frequency with which advisory votes on executive compensation should be held.

WE MAKE NO RECOMMENDATION WITH RESPECT TO THIS PROPOSAL AND INTEND TO VOTE OUR SHARES FOR “1 YEAR” ON THIS PROPOSAL.

PROPOSAL NO. 4
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG

As discussed in further detail in the Company’s proxy statement, the Audit and Finance Committee (the “A&FC”) of the Board has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025.

According to the Company’s proxy statement, the A&FC is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. If the stockholders do not ratify the selection of Ernst & Young LLP, the A&FC will reconsider the selection of that firm as the Company’s independent registered public accounting firm. Even if the selection is ratified, the A&FC in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

According to the Company’s proxy statement, ratification of the appointment of Ernst & Young as independent registered public accounting firm for fiscal 2025 requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote. Abstentions will have the effect of a vote against this proposal.

WE MAKE NO RECOMMENDATION WITH RESPECT TO THIS PROPOSAL AND INTEND TO VOTE OUR SHARES “FOR” THIS PROPOSAL

PROPOSAL NO. 5
ADVISORY VOTE ON ANNUAL ELECTION POLICY

Elliott has submitted a non-binding business proposal for consideration by stockholders at the 2025 Annual Meeting seeking stockholder approval of a request for the Board to adopt a policy (as part of the Company’s Corporate Governance Guidelines or otherwise) to implement the annual election of all directors. This annual election policy would require each incumbent director (including directors with terms not set to expire at the next annual meeting) to deliver to the Board a letter of resignation effective at the next annual meeting, each year prior to the nomination of director candidates for election at the annual meeting.

Currently, the Board is divided into three classes, with directors serving staggered three-year terms. Elliott believes that the annual election of directors is critical to maintaining Board and management accountability to stockholders and to good corporate governance in line with generally accepted best practices, and that implementing the annual election of directors at the Company would serve to improve overall corporate governance, and incentivize the creation of stockholder value, at the Company.

In 2015, 2016, 2018, 2021, and 2023, the Company submitted for stockholder approval proposals to amend the Charter to declassify the Board. In 2023, 99% of stockholders present at the meeting approved the declassification proposal. However, the affirmative vote of the holders of 80% of the outstanding shares of stock entitled to vote is required to amend the relevant provisions of the Charter, and the declassification proposal did not reach that threshold. The Board’s repeated submission of declassification proposals and the overwhelming support those proposals received from stockholders clearly demonstrate that the Board and stockholders are aligned on the desire to implement annual director elections, in accordance with generally accepted best practices. Elliott believes that the Board’s adoption of the annual election policy as described herein would offer the Company a pathway to hold elections for all directors annually, commencing with the Company’s 2026 annual meeting of stockholders.

The annual election policy would rely on the Company’s existing directors with terms not set to expire at the next meeting to deliver their resignations in accordance with the policy. If a director with a term not set to expire at the next annual meeting does not deliver a resignation in accordance with the policy, they would not be subject to election at the next annual meeting and would continue to serve on the Board until their term expires and their successor is duly elected, or their earlier resignation or removal. The annual election policy would become moot if the Company amends the Charter and the Bylaws to declassify the Board effective at the next annual meeting of stockholders.

The text of the proposal appears below:

RESOLVED, that stockholders request that the Board adopt an annual election policy for directors, requiring each incumbent director (including directors with terms not set to expire at the next annual meeting) to deliver to the Board a letter of resignation effective at the next annual meeting of stockholders, each year prior to the nomination of director candidates for election at the annual meeting.

WE STRONGLY URGE YOU TO VOTE “FOR” THE APPROVAL OF THE ANNUAL ELECTION POLICY PROPOSAL ON THE ENCLOSED GOLD PROXY CARD AND INTEND TO VOTE OUR SHARES “FOR” THIS PROPOSAL

SOLICITATION OF PROXIES

Proxies may be solicited by mail, facsimile, telephone, electronic mail, in person and by advertisements. Solicitations may also be made by certain of the respective directors, officers, members and employees of Elliott, none of whom will, except as described elsewhere in this Proxy Statement, receive additional compensation for such solicitation. The Elliott Nominees may make solicitations of proxies but, except as described herein, will not receive compensation for acting as nominees.

We have retained Okapi Partners for solicitation and advisory services in connection with solicitations relating to the 2025 Annual Meeting. Okapi Partners has earned fees of $________ through the date of this proxy statement, applicable toward the final fee to be mutually agreed upon by Elliott and Okapi Partners and reimbursement of reasonable out-of-pocket expenses for its services to Elliott in connection with the solicitation. Approximately ___ people may be employed by Okapi Partners to solicit proxies from the Company’s stockholders for the 2025 Annual Meeting. Elliott has agreed to indemnify Okapi Partners in its capacity as solicitation agent against certain liabilities and expenses in connection with the solicitation. Arrangements will also be made with custodians, nominees and fiduciaries for forwarding proxy solicitation materials to beneficial owners of Common Stock held as of the Record Date. Elliott will reimburse such custodians, nominees and fiduciaries for reasonable expenses incurred in connection herewith. In addition, directors, officers, members and certain other employees of Elliott and its affiliates may solicit proxies as part of their duties in the normal course of their employment without any additional compensation.

Elliott will pay all costs of the solicitation of proxies on behalf of Elliott and the other participants described in this Proxy Statement for the 2025 Annual Meeting. Elliott does not intend to seek reimbursement of those costs from the Company. The expenses incurred by Elliott or on Elliott’s behalf to date in furtherance of, or in connection with, the solicitation of proxies for the 2025 Annual Meeting is $______ and Elliott anticipates that its total expenses will be approximately $______. The actual amount could be higher or lower depending on the facts and circumstances arising in connection with any such solicitation.

ADDITIONAL PARTICIPANT INFORMATION

The “Participants” in the proxy solicitation are Elliott Management, Elliott Associates, Elliott International, Liverpool, Elliott Investment Management GP LLC (“EIM GP”), Paul E. Singer and the Elliott Nominees (each a “Participant” and, collectively, the “Participants”).

The principal businesses of each of Elliott Associates, Elliott International and Liverpool is to purchase, sell, trade and invest in securities. The principal business of Elliott Management is to act as the investment manager for Elliott Associates and Elliott International. The principal business of EIM GP is to serve as the general partner of Elliott Management. Mr. Singer’s principal occupation is to serve as President, Co-Chief Executive Officer and Co-Chief Investment Officer of Elliott Management.

The business address of Elliott Management is 360 S. Rosemary Ave., 18^th Floor, West Palm Beach, Florida 33401. The business address of each of Elliott Associates, Elliott International, Liverpool, EIM GP and Mr. Singer is c/o Elliott Investment Management L.P., 360 S. Rosemary Ave., 18^th Floor, West Palm Beach, Florida 33401.

As of the date hereof, Elliott holds a 5.5% economic interest in Phillips.

Elliott Management, acting as the investment manager to each of Elliott Associates and Elliott International, beneficially owns 15,720,000 shares of 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 Elliott Associates (itself and through Liverpool) and Elliott International. EIM GP, as the sole general partner of Elliott Management, may be deemed the beneficial owner of such securities held by Elliott Associates (itself and through Liverpool) and Elliott International. Mr. Singer, as the sole managing member of EIM GP, may be deemed the beneficial owner of such securities held by Elliott Associates (itself and through Liverpool) and Elliott International.

Elliott Associates (itself and through Liverpool) and Elliott International have entered into certain notional principal amount derivative agreements in the form of cash settled swaps with respect to 2,184,800 and 4,642,700 shares of Common Stock, respectively (the “Cash Settled Swaps”). The Cash Settled Swaps provide Elliott Associates (itself and through Liverpool) and Elliott International with economic results that are comparable to the economic results of ownership of, but do not provide them or any other Participant with the power to vote or direct the voting or dispose of or direct the disposition of, call for the delivery of or otherwise exercise any rights in respect of, the shares that are referenced in the Cash Settled Swaps (such shares, the “Subject Shares”). Each of Elliott Associates, Elliott International, Liverpool and the other Participants disclaim beneficial ownership of the Subject Shares. Elliott Associates and Elliott International also have entered into certain exercisable over-the-counter American-style call option contracts referencing 800,000 and 1,700,000 shares of Common Stock, respectively, having a strike price of $135.00 and expiring on June 20, 2025 (collectively, the “Options”, and together with the Cash Settled Swaps the “Derivative Agreements”). The counterparties to the Derivative Agreements are unaffiliated third-party financial institutions.

The shares of Common Stock purchased by each of Elliott Associates (itself and through Liverpool) and Elliott International were purchased with working capital, which includes purchases effected through margin accounts maintained for each of Elliott Associates and Elliott International with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in the shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock held by each of Elliott Associates (itself and through Liverpool) and Elliott International.

Each Participant may be deemed to be a member of a “group” with the other Participants for the purposes of Section 13(d)(3) of the Exchange Act, and such group may be deemed to beneficially own the 15,767,018 shares of Common Stock beneficially owned in the aggregate by all of the Participants. Each Participant disclaims beneficial ownership of the shares of Common Stock that he, she or it does not directly own. For information regarding transactions in securities of the Company during the past two years by the Participants, please see Schedule I attached hereto.

Except as otherwise set forth in this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, no Participant has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Participant directly or indirectly beneficially owns any securities of the Company; (iii) no Participant owns any securities of the Company which are owned of record but not beneficially; (iv) no Participant has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by any Participant is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no Participant is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any Participant owns beneficially, directly or indirectly, any securities of the Company; (viii) no Participant owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no Participant or any of his, her or its associates or immediate family members was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Participant or any of his, her or its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; (xi) no Participant has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the 2025 Annual Meeting; (xii) no Participant holds any positions or offices with the Company; (xiii) no Participant has a family relationship with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer; and (xiv) no companies or organizations, with which any of the Participants has been employed in the past five years, is a parent, subsidiary or other affiliate of the Company. There are no material proceedings to which any Participant or any of his, her or its associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. There are no material proceedings to which any Participant or any of his, her or its associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. Except as disclosed herein, with respect to each of the Participants, none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act occurred during the past 10 years.

OTHER MATTERS AND CERTAIN ADDITIONAL INFORMATION

Elliott is unaware of any other matters to be considered at the 2025 Annual Meeting. However, should other matters, which Elliott is not aware of a reasonable time before this solicitation, be brought before the 2025 Annual Meeting, the persons named as proxies on the enclosed GOLD proxy card will vote on such matters in their discretion.

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this Proxy Statement may have been sent to multiple stockholders in your household. Elliott will promptly deliver a separate copy of the document to you if you contact our proxy solicitor, Okapi Partners, at the following address or phone number: 1212 Avenue of the Americas, 17^th Floor, New York, NY 10036, or call toll free at (877) 629-6357. If you want to receive separate copies of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact our proxy solicitor at the above address and phone number.

The information concerning the Company and the proposals in the Company’s proxy statement contained in this Proxy Statement has been taken from, or is based upon, publicly available documents on file with the SEC and other publicly available information. Although we have no knowledge that would indicate that statements relating to the Company contained in this Proxy Statement, in reliance upon publicly available information, are inaccurate or incomplete, to date we have not had access to the books and records of the Company, were not involved in the preparation of such information and statements and are not in a position to verify such information and statements. All information relating to any person other than the Participants is given only to the knowledge of Elliott.

This Proxy Statement is dated ___________, 2025. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than such date, and the mailing of this Proxy Statement to stockholders shall not create any implication to the contrary.

STOCKHOLDER PROPOSALS

According to the Company’s proxy statement, if you wish to submit a proposal for inclusion in the Company’s proxy materials relating to the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”), such proposals must be received no later than _____________, 2025 and must comply with applicable SEC rules, including Rule 14a-8. Proposals should be addressed to Phillips 66, Attention: Corporate Secretary, 2331 CityWest Blvd., Houston, Texas 77042.

According to the Company’s proxy statement, for any proposal that is not submitted for inclusion in the Company’s proxy statement for the 2026 Annual Meeting (as described in the preceding paragraph or in the proxy access director nominations section below), but is instead sought to be presented directly at the 2026 Annual Meeting, including director nominations, the Bylaws require stockholders to give advance notice of such proposals. The required notice, which must include the information and documents set forth in the Bylaws (which includes information required under Rule 14a-19), must be given no more than 120 days and no less than 90 days in advance of the anniversary date of the immediately preceding annual meeting. Accordingly, with respect to the 2026 Annual Meeting, the Bylaws require such notice to be delivered to or mailed and received by the Company’s Corporate Secretary at the address listed above, as early as _____________, 2026, but no later than ______________, 2026.

According to the Company’s proxy statement, the Bylaws permit up to 20 stockholders owning 3% or more of the Company’s outstanding shares continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to two individuals or 20% of the Board, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws. The Bylaws require stockholders to give advance notice of any proxy access director nomination. The required notice, which must include the information and documents set forth in the Bylaws, must be given no more than 120 days and no less than 90 days prior to the anniversary date of the immediately preceding annual meeting. Accordingly, with respect to the Company’s 2026 Annual Meeting, the Bylaws require notice to be received by the Company’s Corporate Secretary at the address listed above, as early as _____________, 2026, but no later than ______________, 2026.

In addition to satisfying the requirements under the Bylaws, to comply with the universal proxy rules under the Exchange Act, any stockholder who intends to solicit proxies in support of director nominees other than the Company’s nominees at the 2026 Annual Meeting must provide written notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than ______________, 2026.

The information set forth above regarding the procedures for submitting stockholder proposals for consideration at the 2026 Annual Meeting is based on information contained in the Company’s proxy statement and the Bylaws. The incorporation of this information in this Proxy Statement should not be construed as an admission by any of the participants that such procedures are legal, valid or binding.

INCORPORATION BY REFERENCE

WE HAVE OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN THE COMPANY’S PROXY STATEMENT RELATING TO THE 2025 ANNUAL MEETING BASED ON OUR RELIANCE ON RULE 14A-5(C) UNDER THE EXCHANGE ACT. THIS DISCLOSURE IS EXPECTED TO INCLUDE, AMONG OTHER THINGS, CURRENT BIOGRAPHICAL INFORMATION ON THE COMPANY’S DIRECTORS, AND EXECUTIVE OFFICERS, INFORMATION CONCERNING EXECUTIVE COMPENSATION AND DIRECTOR COMPENSATION, INFORMATION CONCERNING THE COMMITTEES OF THE BOARD AND OTHER INFORMATION CONCERNING THE BOARD, INFORMATION CONCERNING CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, INFORMATION ABOUT THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND OTHER IMPORTANT INFORMATION. STOCKHOLDERS ARE DIRECTED TO REFER TO THE COMPANY’S PROXY STATEMENT FOR THE FOREGOING INFORMATION, INCLUDING INFORMATION REQUIRED BY ITEM 7 OF SCHEDULE 14A WITH REGARD TO THE COMPANY’S NOMINEES. STOCKHOLDERS CAN ACCESS THE COMPANY’S PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS DISCLOSING THIS INFORMATION, WITHOUT COST, ON THE SEC’S WEBSITE AT WWW.SEC.GOV.

SEE SCHEDULE II FOR INFORMATION REGARDING PERSONS WHO BENEFICIALLY OWN MORE THAN 5% OF THE SHARES AND THE OWNERSHIP OF THE SHARES BY THE DIRECTORS AND MANAGEMENT OF THE COMPANY.

The information concerning the Company contained in this Proxy Statement and the Schedules attached hereto has been taken from, or is based upon, publicly available documents on file with the SEC and other publicly available information. Although we have no knowledge that would indicate that statements relating to the Company contained in this Proxy Statement, in reliance upon publicly available information, are inaccurate or incomplete, to date we have not had access to the books and records of the Company, were not involved in the preparation of such information and statements and are not in a position to verify such information and statements.

Your vote is important. No matter how many or how few shares of Common Stock you own, please vote “FOR” the election of the Elliott Nominees, “FOR” the Annual Election Policy Proposal and in accordance with Elliott’s recommendations on the other proposals by following the instructions on the enclosed GOLD proxy card.

SCHEDULE I

TRANSACTIONS IN SECURITIES OF THE COMPANY
DURING THE PAST TWO YEARS

ELLIOTT ASSOCIATES, L.P.

ELLIOTT ASSOCIATES, L.P.

(Through The Liverpool Limited Partnership)

ELLIOTT INTERNATIONAL, L.P.

SIGMUND L. CORNELIUS

¹ Represents the acquisition of Common Stock through the settlement of notional principal amount derivative agreements in the form of physically settled swaps.

² Represents the acquisition of Common Stock through the exercise of call options.

SCHEDULE II

As of the date of this preliminary proxy statement, the Company has not yet filed its proxy statement for the 2025 Annual Meeting with the SEC. Once the Company files its proxy statement, we intend to revise this preliminary proxy statement with the SEC to include information regarding persons who beneficially own more than 5% of the Common Stock and the ownership of Common Stock by the Company’s directors and officers, which we anticipate will be disclosed in the Company’s proxy statement.

IMPORTANT

Tell the Board what you think! Your vote is important. No matter how many shares of Common Stock you own, please vote “FOR” the election of the Elliott Nominees, “FOR” the Annual Election Policy Proposal and in accordance with Elliott’s recommendations on the other proposals on the agenda for the 2025 Annual Meeting on the enclosed GOLD proxy card by Internet, by phone or by signing, dating and returning on the enclosed GOLD proxy card. Please refer to the enclosed GOLD proxy card for instructions on how to vote.

You may vote your shares in person virtually at the 2025 Annual Meeting, however, even if you plan to attend the 2025 Annual Meeting virtually, we recommend that you submit your GOLD universal proxy card by mail by the applicable deadline so that your vote will still be counted if you later decide not to attend the 2025 Annual Meeting.

If any of your shares of Common Stock are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such shares of Common Stock and only upon receipt of your specific instructions. Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed voting form.

If you have any questions or require any additional information concerning this Proxy Statement, please contact Okapi Partners at the address set forth below.

1212 Avenue of the Americas, 17^th Floor

New York, NY 10036

Banks and Brokerage Firms, Please Call: (212) 297-0720

Stockholders and All Others Call Toll-Free: (877) 629-6357

E-mail: info@okapipartners.com

PRELIMINARY COPY SUBJECT TO COMPLETION
DATED MARCH 4, 2025

PHILLIPS 66

2025 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF ELLIOTT INVESTMENT MANAGEMENT L.P. AND THE OTHER PARTICIPANTS IN ITS SOLICITATION

THE BOARD OF DIRECTORS OF PHILLIPS 66
IS NOT SOLICITING THIS PROXY

P          R          O          X          Y

The undersigned hereby appoints __________, __________, and __________, and each of them, attorneys and agents with full power of substitution to vote all shares of common stock of Phillips 66, a Delaware corporation (“Phillips” or the “Company”), which the undersigned would be entitled to vote if personally present at the 2025 annual meeting of stockholders of the Company scheduled to be held virtually on __________, 2025 at ____ _.m. Central Time at __________________ (including any adjournments or postponements thereof and any meeting called in lieu thereof, the “2025 Annual Meeting”).

The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of common stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the herein named attorneys and proxies or their substitutes with respect to any other matters as may properly come before the 2025 Annual Meeting that are unknown to Elliott Investment Management L.P. (together with the other participants in its solicitation, “Elliott”) a reasonable time before this solicitation.

THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED “FOR” THE ELLIOTT NOMINEES SPECIFIED IN PROPOSAL 1, [“FOR”/“AGAINST”] PROPOSAL 2, “1 YEAR” ON THE ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION, “FOR” PROPOSAL 4 AND “FOR” THE ANNUAL ELECTION POLICY DESCRIBED IN PROPOSAL 5.

This Proxy will be valid until the completion of the 2025 Annual Meeting. This Proxy will only be valid in connection with Elliott’s solicitation of proxies for the 2025 Annual Meeting.

IMPORTANT: PLEASE VOTE THIS PROXY CARD TODAY!

YOUR VOTE IS IMPORTANT!

Please vote your shares of Phillips common stock at the 2025 Annual Meeting

YOU CAN VOTE TODAY USING ANY OF THE FOLLOWING METHODS:

Submit your GOLD proxy by Internet. Please access ______________ using a computer or a smartphone or by scanning the unique QR code containing your unique control number provided in your GOLD proxy card with your smartphone camera. Then, simply follow the easy instructions on the voting site. If you access ______________ without scanning a QR code, you will be required to provide the unique control number printed below.

Submit your GOLD proxy by Phone. Please call toll-free in the U.S. or Canada at __________________ on a touch-tone telephone. You will be required to provide the unique control number printed below.

CONTROL NUMBER: __________________

You may vote by telephone or Internet 24 hours a day, 7 days a week. Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed, dated and returned the GOLD proxy card.

Submit your GOLD proxy by Mail. Please sign, date and return the GOLD proxy card in the envelope provided to: _________________.

TO VOTE BY MAIL, PLEASE SIGN, DATE AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED

[X] Please mark vote as in this example

ELLIOTT STRONGLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELLIOTT NOMINEES IN PROPOSAL 1.

YOU MAY SUBMIT VOTES “FOR” UP TO [FOUR (4)] NOMINEES IN TOTAL. IMPORTANTLY, IF YOU MARK MORE THAN [FOUR (4)]) “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF DIRECTORS WILL BE DEEMED INVALID. IF YOU MARK FEWER THAN [FOUR (4)] “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, THIS PROXY CARD, WHEN DULY EXECUTED, WILL BE VOTED ONLY “FOR” THOSE NOMINEES YOU HAVE SO MARKED.

ELLIOTT [MAKES NO RECOMMENDATION WITH RESPECT TO] PROPOSAL 2.

ELLIOTT MAKES NO RECOMMENDATION WITH RESPECT TO PROPOSAL 3.

⁶ Once the Company confirms the number of seats available for election at the 2025 Annual Meeting, Elliott intends to withdraw certain of the Elliott Nominees and/or designate certain Nominees as alternates so that there would not be more Nominees running than seats up for election at the 2025 Annual Meeting.

ELLIOTT MAKES NO RECOMMENDATION WITH RESPECT TO PROPOSAL 4.

ELLIOTT STRONGLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL 5.

DATED: ____________________________

____________________________________

(Signature)

____________________________________

(Signature, if held jointly)

____________________________________

(Title)

WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY. 

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