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Phillips 66 narrowly survives Elliott proxy fight
Phillips 66 narrowly survives Elliott proxy fight

Yahoo

time23-05-2025

  • Business
  • Yahoo

Phillips 66 narrowly survives Elliott proxy fight

Activist investor Elliott Management has won two of the board seats it was seeking at energy giant Phillip 66, according to people familiar with the matter. Elliott, taking a boardroom fight to its first ever vote in the US, had argued that Phillips' 'integrated' model — it owns both midstream and refining assets — made it inefficient and distracted its executives. Phillips said Elliott's breakup plan, a common activist demand at conglomerates like Philips 66, was short-sighted, though it promised to cut costs. Shareholders split the ticket, electing two Elliott nominees, Sigmund Cornelius and Michael Heim, and two of the company's picks, Bob Pease and Nigel Hearne. (Pease was endorsed by Elliott when he joined the board in 2024, but lost the fund's support after he backed giving CEO Mark Lashier the dual role as board chair.) 'As one of Phillips 66's largest investors, Elliott will continue to actively engage with the Company while holding management and the Board accountable,' Elliott said in a statement. Influential investor advisors ISS and Glass Lewis had recommended in favor of, respectively, all four and three of Elliott's nominees, support that the hedge fund was unable to convert into a clean sweep. Elliott secured its two board seats without support from Phillips' largest passive shareholders, Vanguard, State Street and Blackrock, according to another person familiar with the matter. No activist investor has won a seat at an S&P 500 election without support from at least one of those investors, according to Insightia data. 'This vote reflects a belief in our integrated strategy and a recognition that our early results do not yet reflect the full potential of our plan or the value inherent in this business. As a board, we are focused on creating meaningful long-term value for our shareholders,' CEO Lashier said in a statement. Still, Phillips 66 is a rare large company to lose multiple board seats in a contested election. Typically boards, which hire advisors to sound out investors and keep informal whip counts heading into a meeting, agree to negotiated terms rather than see more their preferred directors rejected by shareholders. Elliott has been particularly successful over the years at forcing finish-line settlements, including at Southwest Airlines last year. Wednesday's vote may not be the end of Elliott's pressure campaign at Phillips 66. The activist has honed a reputation for multi-year campaigns — this was its second run at Phillips 66, having pushed for and received board changes in 2023 — and some fellow activists expect it to return for a third next year, depending on how quickly the company considers and pursues changes. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data

Elliott wins two Board seats at Phillips 66, but full overhaul falls short
Elliott wins two Board seats at Phillips 66, but full overhaul falls short

Yahoo

time21-05-2025

  • Business
  • Yahoo

Elliott wins two Board seats at Phillips 66, but full overhaul falls short

-- Elliott Investment Management secured two seats on the Phillips 66 (NYSE:PSX) board following a closely watched proxy contest that came to a head at the company's annual meeting on Wednesday, sources told with the news later released publicly by both companies. The result marked a partial victory for the activist fund, whose more sweeping proposals for change ultimately fell short. Shareholders elected Elliott nominees Sigmund Cornelius and Michael Heim, while also re-electing company-backed directors Robert Pease and Nigel Hearne. Two incumbent directors, John Lowe and Howard Ungerleider, were not returned to the board based on preliminary results. The campaign marks Elliott's first-ever U.S. proxy battle to go to a full shareholder vote and caps months of rising tensions. After initially disclosing a $1 billion stake in 2023, Elliott expanded its position to more than $2.5 billion earlier this year and pressed for strategic changes including a separation of midstream assets and the chemicals joint venture with Chevron Corp (NYSE:CVX). 'Today's vote sends a clear message: Shareholders demand meaningful change at Phillips 66,' Elliott said in a statement, while also noting it plans to remain constructively engaged. 'We are confident Sig (LON:SHI) and Mike will work collaboratively with the incumbent directors to improve operational execution and share-price performance.' Phillips 66, which has a market capitalization of roughly $50 billion, thanked investors for their participation and reiterated support for its integrated strategy. 'This vote reflects a belief in our integrated strategy and a recognition that our early results do not yet reflect the full potential of our plan,' said CEO Mark Lashier. Despite advancing two board candidates, shareholders rejected other proposals backed by Elliott, including one requiring annual director resignations. A management proposal to declassify the board also failed to meet the high threshold required, though the company said it remains committed to moving toward annual elections. Phillips stock has dropped 6.2% as of 10:50 AM, ET, since the news broke, as investors take profits and "sell the news." Related articles Elliott wins two Board seats at Phillips 66, but full overhaul falls short Apple stock falls amid OpenAI's acquisition of Jony Ive's startup Robinhood Gold seen as Amazon Prime of ebrokers - Mizuho

Elliott Announces Shareholders Vote for Change at Phillips 66
Elliott Announces Shareholders Vote for Change at Phillips 66

Yahoo

time21-05-2025

  • Business
  • Yahoo

Elliott Announces Shareholders Vote for Change at Phillips 66

Vote Outcome Represents Clear Mandate from Shareholders Newly Elected Directors Sigmund Cornelius and Michael Heim Will Work Constructively with Their Fellow Directors to Help Unlock the Company's Full Value-Creation Potential WEST PALM BEACH, Fla., May 21, 2025 /PRNewswire/ -- Elliott Investment Management L.P. ("Elliott"), which manages funds that together make it a top five shareholder in Phillips 66 (NYSE: PSX) (the "Company" or "Phillips"), today announced that based on preliminary analysis from Elliott's proxy solicitor, two of Elliott's nominees – Sigmund Cornelius and Michael Heim – were elected to the Phillips 66 Board of Directors (the "Board") at the Company's 2025 Annual Meeting of Shareholders (the "Annual Meeting"). Elliott released the following statement: "We thank our fellow shareholders, the proxy advisory firms and Phillips 66's employees for their support throughout this campaign. Today's vote sends a clear message: Shareholders demand meaningful change at Phillips 66. We are confident Sig and Mike will work collaboratively with the incumbent directors to improve operational execution and share-price performance, enhance corporate governance and help set a strategic course that can unlock Phillips 66's full value-creation potential. As one of Phillips 66's largest investors, Elliott will continue to actively engage with the Company while holding management and the Board accountable for delivering on their commitment to improve shareholder value. We are hopeful that these words will translate into actions, and we will remain focused on helping Phillips 66 become a stronger, more valuable company for all shareholders." About Elliott Elliott Investment Management L.P. (together with its affiliates, "Elliott") managed approximately $72.7 billion of assets as of December 31, 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 FriedmanElliott Investment Management L.P.(212) 478-1780cFriedman@ Investor Contact:Bruce Goldfarb / Pat McHughOkapi Partners LLC(877) 629-6357(212) 297-0720info@ View original content to download multimedia: SOURCE Elliott Investment Management L.P. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data

Elliott Set to Win Two Phillips 66 Board Seats in Proxy Fight
Elliott Set to Win Two Phillips 66 Board Seats in Proxy Fight

Bloomberg

time21-05-2025

  • Business
  • Bloomberg

Elliott Set to Win Two Phillips 66 Board Seats in Proxy Fight

By and Liana Baker Updated on Save Phillips 66 shareholders are set to elect two of Elliott Management's nominees to its board, in the first ever US proxy vote for the activist investor. Shareholders are poised to elect Sigmund Cornelius and Michael Heim from Elliott's four nominees, Elliott said in a statement on Wednesday, citing a preliminary analysis of the votes. Two of Phillips 66's nominees, Robert Pease and Nigel Hearne, were also set to be elected, according to people familiar with the matter, asking not to be named discussing confidential matters.

Phillips 66 Loses Glass Lewis Support for Three Directors
Phillips 66 Loses Glass Lewis Support for Three Directors

Bloomberg

time10-05-2025

  • Business
  • Bloomberg

Phillips 66 Loses Glass Lewis Support for Three Directors

Proxy advisory firm Glass Lewis said shareholders of Phillips 66 should vote for three board nominees put forward by Elliott Investment Management, amid a proxy battle between the US oil refiner and activist investor. Glass Lewis recommended voting for Brian Coffman, Sigmund Cornelius and Michael Heim from the Elliott slate, citing their industry experience, according to a report published on Friday. It also supported Nigel Hearne, a Phillips 66 nominee.

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