ABOUT THE ANNUAL MEETING
How are votes counted?
For all proposals, you
may vote
FOR
,
AGAINST
, or
ABSTAIN
. If you vote to
ABSTAIN
on the election of directors, it is not
considered as a vote cast and, therefore, your vote will reduce the number, but not the percentage, of affirmative votes needed to elect the nominees.
For
the other proposals, if you vote to
ABSTAIN,
your shares are still considered as present and entitled to vote and, therefore, your abstention has the same
effect as a vote
AGAINST
.
What
if I return my proxy but dont vote for some of the matters listed on my proxy card?
If you return a signed proxy card without indicating your
vote, your shares will be voted
FOR
the director nominees listed on the card; the ratification of Ernst & Young LLP as the independent registered
public accounting firm for Phillips 66 for fiscal year 2019; and the approval of the compensation of our Named Executive Officers. Your shares will be voted for an
ANNUAL
frequency of voting for the approval of the compensation for our Named Executive Officers and
AGAINST
the shareholder
proposal regarding plastic pollution.
Could other matters be decided at the Annual Meeting?
We are not aware of any other matters to be presented at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in
your proxy will vote in accordance with their best judgment. Discretionary authority to vote on other matters is included in the proxy.
When will the Company announce the results of the vote?
Within four business days after the Annual Meeting, we will file a Current Report on
Form 8-K
announcing the results of the
vote at the Annual Meeting.
Who can attend the Annual Meeting?
The Annual Meeting is open to all holders of Phillips 66 common stock. Each shareholder is permitted to bring one guest. No cameras, recording equipment, large
bags, briefcases or packages will be permitted in the Annual Meeting, and security measures will be in effect to provide for the safety of attendees.
Do I need a ticket to attend the Annual Meeting?
Yes, you will need an admission ticket or proof of ownership of Phillips 66
stock to enter the meeting. If your shares are registered in your name, you will find an admission ticket attached to the proxy card sent to you. If your shares are held in the name of your broker or bank or you received your materials
electronically, you will need to bring evidence of your stock ownership, such as your most recent brokerage statement. All shareholders will be required to present valid picture identification.
IF YOU DO NOT HAVE
VALID PICTURE IDENTIFICATION AND EITHER AN ADMISSION TICKET OR PROOF THAT YOU OWN PHILLIPS
66 STOCK, YOU MAY NOT BE ADMITTED INTO THE MEETING
.
How can I access the Phillips 66 proxy materials and annual report electronically?
This proxy statement, the accompanying proxy card and the Companys 2018 Annual Report are being made available to the Companys shareholders
on the Internet at
www.proxyvote.com
through the notice and access process. Most shareholders can elect to view future proxy statements and annual reports over the Internet instead of receiving paper copies in the mail.
If you own Phillips 66 stock in your name, you can choose this option, and help conserve resources and save the cost of producing and mailing these documents, by
checking the box for electronic delivery on your proxy card or by following the instructions provided when you vote by telephone or over the Internet. If you hold your Phillips 66 stock through a bank, broker or other holder of record, please
refer to the information provided by that entity for instructions on how to elect to view future proxy statements and annual reports over the Internet.
2019 PROXY STATEMENT 67