0001534701 false 0001534701 2025-02-12 2025-02-12

 

 

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.

 

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: February 18, 2025     By:  

/s/ Vanessa Allen Sutherland

     

Vanessa Allen Sutherland

Executive Vice President

 

3

v3.25.0.1
Document and Entity Information
Feb. 12, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 12, 2025
Entity Registrant Name Phillips 66
Entity Incorporation State Country Code DE
Entity File Number 001-35349
Entity Tax Identification Number 45-3779385
Entity Address Address Line 1 2331 CityWest Boulevard
Entity Address City Or Town Houston
Entity Address State Or Province TX
Entity Address Postal Zip Code 77042
City Area Code 832
Local Phone Number 765-3010
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common stock, $0.01 par value
Trading Symbol PSX
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001534701
Amendment Flag false
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