Your vote matters, no matter how many shares you own

The Universal Proxy Card is a single ballot that includes all nominees from both management and dissident parties in a proxy contest. It allows you, as a shareholder, to vote for a mix of candidates from different slates.

You should have received a Universal Proxy Card listing the names of all the board nominees from both Elliott and Phillips 66. Select your preferred candidates by marking your choices on the card.

Vote FOR Elliott’s four highly qualified nominees:

• Brian Coffman

• Sigmund Cornelius

• Michael Heim

• Stacy Nieuwoudt

Important: If you mark MORE THAN FOUR “FOR” BOXES in the election of directors, ALL your votes for the election of directors will be considered invalid.

No. You may vote for up to four nominees. If you vote FOR more than four nominees, your proxy card will be considered invalid.

We urge you to vote FOR Elliott’s nominees on the GOLD card, but you can help #Streamline66 by voting only for Elliott’s highly qualified nominees – Brian Coffman, Sigmund Cornelius, Michael Heim and Stacy Nieuwoudt – on either card.

No. You may vote by using any of the following methods:

Registered Holders: Four Ways to Cast Your Vote

Vote Online

Visit the voting website: www.okapivote.com/PSX2025. Enter the unique control number found on your GOLD proxy card and follow the on-screen instructions to cast your vote.

Vote By Mail

Please mark, sign and date your GOLD universal proxy card and return it in the postage-paid envelope provided to:
Elliott, c/o Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, NY 10036

Vote By Phone

Call (877) 510-5560 toll-free and follow the automated instructions or speak to a representative to cast your vote. You will be required to provide the unique control number found on your GOLD universal proxy card.

Vote By QR Code

Scan the QR code provided on your GOLD proxy card. This will direct you to the secure voting website, where you can enter your control number and follow the prompts to vote.

Beneficial Holders: Three Ways to Cast Your Vote

Vote Online

Visit the voting website: www.proxyvote.com. Enter the unique control number found on your GOLD proxy card and follow the on-screen instructions to cast your vote.

Vote by Mail

Please mark, sign and date your GOLD universal proxy card and return it in the postage-paid envelope provided to:
Elliott, c/o Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, NY 10036

Vote By QR Code

Scan the QR code provided on your GOLD proxy card. This will direct you to the secure voting website, where you can enter your control number and follow the prompts to vote.

In most cases, you have the option to change your vote after submitting the Universal Proxy Card. You can revoke or update your vote by using any of the voting methods listed above.  If you have previously voted, you have every right to change your vote by using any of the voting methods. The latest-dated proxy card is the only one that counts. See below to learn more about how to change your vote.

If you have questions or need help voting your card, please contact our proxy solicitors toll-free: (877) 510-5560.

The Phillips 66 Board is “staggered,” meaning it is divided into three classes, with only one class of directors up for election at each annual meeting, and with each class elected to serve a three-year term. This means shareholders are only allowed to vote on one-third of the Board at each annual meeting, with the rest of the board shielded from a shareholder vote. Staggered boards are not in the interest of shareholders because they limit accountability and can enable entrenchment. A board that upholds accountability should itself be accountable.

Proposals to address this governance defect have been presented at past Phillips 66 Annual Meetings and have consistently received near-unanimous support among those shareholders who have voted – for example, 99% of voting shareholders supported de-staggering the last time it was proposed. However, these measures have never passed, because amendments to the Company’s charter must be supported by 80% of all outstanding shares – not just voted shares – and this threshold is all but impossible to meet.

With Proposal 2, the Company is asking shareholders to try the same approach to de-staggering that has tried and repeatedly failed before – fully aware that its supermajority voting requirement makes failing again a near certainty. Nevertheless, despite the low likelihood of passage, Elliott believes that the Board should be de-staggered and we are encouraging shareholders to vote FOR Proposal 2.

However, Elliott does not believe that shareholders who want to see annual director elections at Phillips 66 should stand by and watch the same results play out as in past years. This is why Elliott submitted, and recommends that shareholders vote FOR, Proposal 6, which asks the Board to adopt a policy calling for each director to commit to a one-year term and stand for election at each Annual Meeting.

The annual election of directors reflects standard best practice in corporate governance, as evidenced by the fact that it has been adopted by nearly 90% of the companies in the S&P 500. To help make this goal a reality at Phillips 66, Elliott is encouraging shareholders to vote FOR both Proposal 2 and Proposal 6.

Phillips 66’s entrenched leaders have come out against Proposal 6, arguing that a board policy promoting the annual election of directors could be found by a court to conflict with the Company’s governing documents. This argument is entirely unconvincing, however, because the proposal is non-binding, and compliance with it would be voluntary – requiring only that all Phillips 66 directors have the courage to be accountable to shareholders on an annual basis. The Company conspicuously fails to cite any legal authority for its assertions.

The Company’s opposition to Proposal 6 indicates that its current Board does not truly wish to have all Phillips 66 directors elected annually, and that it would instead prefer to continue enjoying the protections that a staggered Board provides against shareholder accountability. Shareholders should be asking whether a Board truly interested in good governance would be satisfied with this status quo, allowing an archaic governance regime to constrain shareholder choice and shield a majority of its directors, who have presided over years of underperformance, from an annual shareholder vote.

If you have questions or need help voting your card, please contact our proxy solicitors toll-free: (877) 510-5560