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Elliott nominates 7 directors for Phillips 66 to increase pressure

Elliott Investment Management has nominated seven board members to Phillips 66, laying the foundation for pushing for changes, including spinning off or selling the midstream business. Two people familiar with this matter confirmed that.

Last month, the activist investment firm disclosed a $2.5-billion stake in the oil refining company. It is returning to the campaign for a second time, just over a 12-month period after making a $1-billion investment in 2023, and pressing for improvements in strategy with limited success.

In a letter published last month, Elliott demanded that Phillips 66 - which has a $52 billion market value - improve its refinery operation, upgrade its board and address its lagging share price. The share price of the company has dropped 13% over the past 52 weeks.

Sources said that Elliott nominated executives who had experience in investment, finance, legal, and energy, as well as seven other nominees, to give him flexibility before planned board changes.

After the annual meeting of the company in May, there will be 12 members on the board.

Elliott refused to comment. Sources requested anonymity in order to discuss the private conversations.

Elliott, with $70 billion in investments, has an impressive track record of successful energy sector investments. It has invested at Marathon Petroleum and NRG Energy as well as Suncor Energy and Hess. John Pike, a partner at the firm who also leads the Phillips 66 and BP campaigns, led the charge on all of these.

According to sources, the slate of directors includes Pike, Brian Coffman - a former CEO at Motiva Enterprises - Sigmund Cornwallelius – a retired chief financial officer from ConocoPhillips – and Alan Hirshberg - a senior executive who worked at both ConocoPhillips & Exxon Mobil.

Sources said that Elliott will reveal a list of final candidates which shareholders may elect at the time it files its definitive proxy material with securities regulators.

Elliott also takes aim at corporate governance of the company, specifically its classified board. Phillips 66 has tried, and failed a few times in the last couple of years to change their charter so that every director is elected annually. Holders of 80% or more of the outstanding shares must vote for it to pass, but not enough people have voted to reach that threshold.

Investors, proxy advisory firms and Institutional Shareholder Services all dislike classified boards, where only a few directors are elected each year.

Elliott proposes that all directors be required to serve one-year terms each year at the annual meeting. This would open up all board seats annually.

The two sides worked together to appoint new directors when Elliott last pushed Phillips 66 to make changes. No formal agreement or settlement was reached and only Bob Pease was appointed as a director in conjunction with Elliott's 2024 engagement.

Industry data shows that since its founding in 1977, Elliott's assets grew to $70 billion. The firm is now one of the most active activists around the globe, and has been targeting larger companies for the past five years.

It approached 15 companies, including Southwest Airlines, Starbucks and other major corporations, last year. The company secured a total of 12 board seats, as well as a number of other changes.

(source: Reuters)