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HOUSTON - Phillips 66 (NYSE: PSX), a major player in the downstream energy sector with a market capitalization of $51.16 billion, has filed preliminary proxy materials with the U.S. Securities and Exchange Commission (SEC) for its 2025 Annual Meeting of Shareholders. The company’s stock has gained 11.14% year-to-date, though it remains down 17.09% over the past year. InvestingPro analysis suggests the stock is currently undervalued, with multiple ProTips available for subscribers looking to dive deeper into the company’s fundamentals. The company’s board has nominated two new candidates, A. Nigel Hearne and Howard I. Ungerleider, who bring extensive experience in the energy and chemicals sectors, respectively. Additionally, John E. Lowe and Robert "Bob" W. Pease have been renominated, with Pease being identified in partnership with Elliott Investment Management.
The board also announced its intention to seek shareholder approval to declassify the board, a move it has proposed five times in the past decade. The declassification aims to enhance accountability and shareholder engagement by having all directors stand for election annually. This governance initiative comes as Phillips 66 maintains a FAIR financial health score according to InvestingPro metrics, with analysts maintaining a consensus Buy rating on the stock.
Glenn F. Tilton, the lead independent director, emphasized the board’s commitment to maximizing shareholder value and its openness to new perspectives and shareholder feedback. He also highlighted the board’s rigorous evaluation of the company’s strategy and operations to ensure long-term value creation. Tilton expressed confidence in the transformative strategy and the leadership team’s ability to deliver sustainable value.
In contrast, Elliott Investment Management has proposed its own nominees and policy changes, which the board has advised shareholders to vote against, labeling Elliott’s proposal as a distraction and contrary to Delaware corporate law.
Phillips 66 urges shareholders to use the WHITE proxy card or voting instruction form to support the board’s nominees and recommendations. The company will soon mail out definitive proxy materials, including more information about its board candidates and strategy.
This report is based on a press release statement from Phillips 66. The company currently offers shareholders a 3.67% dividend yield, reflecting its commitment to returning value to investors. For comprehensive analysis including Fair Value estimates and detailed financial metrics, investors can access the full Phillips 66 Research Report on InvestingPro, part of their coverage of over 1,400 US stocks.
In other recent news, Phillips 66 is experiencing significant developments concerning its Board of Directors. Elliott Investment Management L.P., which manages funds with over $2.5 billion invested in Phillips 66, has filed a lawsuit demanding that four board seats be contested at the upcoming 2025 Annual Meeting of Shareholders. This action follows Phillips 66’s announcement to reduce its board size from 14 to 12 members, which Elliott argues violates company rules. In response, Elliott has nominated seven director candidates, emphasizing their expertise in refining operations and corporate governance. Phillips 66 confirmed these nominations and highlighted its achievements in shareholder value creation, including a 65% total shareholder return under current CEO Mark Lashier. The company is committed to transparency and accountability, with plans to declassify the board and maintain strong corporate governance. Additionally, directors Gary K. Adams and Denise L. Ramos have decided not to stand for reelection, contributing to the board’s reduction. These changes are part of the ongoing dialogue between Phillips 66 and Elliott, as both parties seek to align on a path forward.
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