Phillips 66 counters Elliott Management’s board proposals

Published 05/05/2025, 12:08
Phillips 66 counters Elliott Management’s board proposals

HOUSTON - Phillips 66 (NYSE: PSX), a leading integrated downstream energy company with a market capitalization of $43.67 billion, has publicly responded to concerns raised by Elliott Management in a recent letter dated May 2. According to InvestingPro analysis, the company appears undervalued at its current price of $107.15, with analysts setting targets up to $149. The energy giant has expressed that Elliott’s rebuttal does not adequately address the issues Phillips 66 outlined in its own letter to shareholders on April 24.

According to Phillips 66, Elliott Management’s lengthy letter failed to substantively resolve the core issues previously raised. These include questions about director independence, conflicting interests, transparency, and corporate governance practices. Phillips 66, which maintains a healthy dividend yield of 4.48% and generated $137.77 billion in revenue over the last twelve months, has emphasized the importance of providing shareholders with clear and complete information to make informed decisions.

The company highlighted several points of contention, particularly Elliott’s approach to director independence and its involvement in the ongoing bidding for CITGO. Phillips 66 also questioned the nature of Elliott’s monetary agreement with Gregory Goff, who has been proposed by Elliott to serve as CEO of Amber Energy, and the timing of Goff’s share purchases coinciding with his agreement with Elliott.

Additionally, Phillips 66 criticized Elliott for promoting an annual resignation policy for directors, which, according to Phillips 66, would contravene the company’s charter and by-laws and could violate Delaware law.

Phillips 66 reiterated its commitment to maintaining strong corporate governance and transparency, and it has urged Elliott Management to provide clearer answers to the questions raised. The company maintains that it is focused on safeguarding the interests of all shareholders.

This ongoing dispute comes ahead of Phillips 66’s Annual Meeting, where shareholders will vote on various proposals, including those related to board composition and corporate governance.

Phillips 66, headquartered in Houston, operates across Midstream, Chemicals, Refining, Marketing and Specialties, and Renewable Fuels sectors, aiming to provide energy while pursuing a lower-carbon future. With a Financial Health Score of 2.17 (FAIR) and market beta of 1.16, the company demonstrates moderate market sensitivity. For deeper insights into Phillips 66’s financial health and growth prospects, investors can access comprehensive analysis through InvestingPro’s detailed research reports, which cover over 1,400 US stocks with expert analysis and actionable intelligence. The company’s stance and recent communications are based on a press release statement.

In other recent news, Phillips 66 reported earnings of $487 million for the first quarter of 2023, translating to $1.18 per share. However, the company also announced an adjusted loss of $368 million, or $0.90 per share, reflecting challenging market conditions. Phillips 66 highlighted significant operational improvements and returned $716 million to shareholders, emphasizing its commitment to shareholder value. Meanwhile, Elliott Investment Management, a major shareholder, has been actively pushing for changes at Phillips 66, criticizing the current board and proposing new governance measures. Elliott has nominated four independent candidates for the board, advocating for strategic growth and governance to enhance shareholder value. The firm has launched the "Streamline 66" campaign, aiming to unlock value from Phillips 66’s assets and improve trading performance. Phillips 66, however, has defended its current strategy, emphasizing its financial achievements and criticizing Elliott’s proposals as high-risk. The company urges shareholders to support its nominees and reject Elliott’s proposals.

This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.

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