Phillips 66 reported first-quarter earnings of $487 million, or $1.18 per share.

On an adjusted basis, the company posted a loss of $368 million, or $0.90 per share, primarily reflecting $246 million of pre-tax accelerated depreciation tied to the Los Angeles Refinery. During the quarter, Phillips 66 returned $716 million to shareholders through dividends and share repurchases.

The company also received $2.0 billion in cash proceeds from the previously announced sales of its non-operated equity interests in Coop Mineraloel AG and Gulf Coast Express Pipeline LLC. Additionally, Phillips 66 sanctioned the construction of a new gas processing plant in the Permian Basin and recently closed on its acquisition of EPIC Y-Grade GP, LLC and EPIC Y-Grade LP.

On April 24, 2025, the Independent Directors of Phillips 66 sent a letter to shareholders and proxy advisors, raising concerns about activist investor Elliott Management’s campaign to break up the company.

They emphasized the importance of transparency and independence in corporate governance and questioned Elliott’s expectations of director loyalty, possible conflicts of interest due to Elliott’s pursuit of CITGO, and the legality of Elliott’s board declassification proposal. Phillips 66 reiterated that it is committed to declassifying its board legally and responsibly. The company also released a video detailing its governance practices and strategic oversight, encouraging shareholders to independently evaluate the facts ahead of the 2025 Annual Meeting.

Phillips 66 Responds to Gregory Goff, Citing Conflict of Interest with Elliott Management

Phillips 66 has issued a strong rebuttal to a letter from Gregory J. Goff addressed to its shareholders, asserting that Goff is “clearly affiliated with Elliott Management.” According to the company, Goff remains listed as CEO of Amber Energy, a firm backed by Elliott in its bid for Citgo, a Phillips 66 competitor—an association that the board says creates a clear conflict of interest.

The company criticized Goff’s letter for omitting this affiliation, stating that it misleads shareholders and reflects Elliott’s "growing desperation" in its push for a breakup of Phillips 66. The board reaffirmed its confidence in the company’s long-term value, citing $43 billion returned to shareholders through dividends and buybacks.

This exchange is part of an ongoing proxy fight ahead of the company’s 2025 Annual Meeting. Phillips 66 has filed its proxy materials with the SEC and urges shareholders to review its official filings, which include detailed information on participants and nominees.

Phillips 66 is a leading downstream energy company with global operations in refining, chemicals, midstream, marketing, and renewables. Headquartered in Houston, it continues to pursue energy transition goals while delivering shareholder returns.

More details are available on Phillips 66’s [investor relations website](https://investor.phillips66.com) and the SEC’s official site.

Phillips 66 (NYSE: PSX) announced that Elliott Associates, L.P. has submitted a notice to nominate director candidates for election to the company's board at the 2025 Annual Meeting of Shareholders. Elliott also intends to propose a non-binding business resolution requesting that the board adopt an annual election policy for directors, requiring incumbent board members to submit resignations annually.

Phillips 66's Nominating and Governance Committee will review the proposal, and the board will present its recommendations in the company’s definitive proxy statement, which will be filed with the SEC ahead of the 2025 Annual Meeting.

The company plans to file a proxy statement and accompanying WHITE proxy card with the SEC, encouraging shareholders to review the materials when they become available.

Phillips 66 Announces Board Changes Ahead of 2025 Annual Meeting

HOUSTON – Phillips 66 (NYSE: PSX) announced that board members **Gary K. Adams** and **Denise L. Ramos** have decided not to stand for reelection at the company's 2025 Annual Meeting of Shareholders. Their decisions are part of the company's ongoing board refreshment strategy and are not due to any disagreements with the company regarding its operations, policies, or practices.

Both Adams and Ramos will continue serving on the board until their terms expire at the annual meeting. Following their departures, the board size will be reduced from **14 to 12 members**.

Phillips 66 continues to align its leadership with its strategic direction, ensuring a diverse and experienced board to guide the company's future.

Phillips 66 (NYSE: PSX) reported fourth-quarter 2024 earnings of $8 million, or $0.01 per share, impacted by a $230 million pre-tax charge for accelerated depreciation related to the Los Angeles Refinery. Adjusted losses for the quarter were $61 million, or $0.15 per share. The company returned $1.1 billion to shareholders through dividends and share repurchases while achieving record NGL fractionation and LPG export volumes in Midstream and record clean product yield in Refining. For full-year 2024, Phillips 66 posted earnings of $2.1 billion, with adjusted earnings of $2.6 billion, and returned $5.3 billion to shareholders. The company also achieved $1.5 billion in run-rate business transformation savings and captured $500 million in synergies from its DCP integration. Phillips 66 set new financial and operational targets for 2027, prioritizing debt reduction, cost structure improvements, and EBITDA growth while committing to return over 50% of operating cash flow to shareholders.