Phillips 66 (PSX) Proxy filing summary

Executive summary

• Achieved strong 2025 results, advancing strategic priorities and progress toward 2027 targets, with disciplined capital allocation and a focus on safety and sustainability.

• Returned $3.1 billion to shareholders, increased dividend by 10% since February 2025, and delivered a 146% total shareholder return from June 2022 to March 2026.

• Completed significant acquisitions and divestitures, including the acquisition of EPIC NGL and the remaining 50% of WRB Refining LP, funded by asset sales.

• Board refreshment continued, with ten new independent directors added in five years and two retirements at the 2026 Annual Meeting.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of four Class II directors for terms expiring 2029, (2) advisory approval of executive compensation, and (3) ratification of Ernst & Young LLP as independent auditor for 2026.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board comprises 16 members (reducing to 14 after retirements), with 15 independent directors and an average tenure of 4 years.

• Board diversity: 31% gender and 13% racial/ethnic diversity; average age 67.

• Recent refreshment added directors with expertise in energy, IT, environmental/safety, finance, and government affairs.

• Majority voting and resignation policy, proxy access, annual board and committee self-evaluations, and robust onboarding and education programs in place.