PSX8-K20150506AnnualMeetingVote

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________ 

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
_______________________________________

Date of Report: May 6, 2015
(Date of earliest event reported)
 
 
Phillips 66
(Exact name of registrant as specified in its charter)
  
 
Delaware
001-35349
45-3779385
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

3010 Briarpark Drive
Houston, Texas 77042
(Address of principal executive offices and zip code)

(281) 293-6600
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 




 
Item 5.07
Submission of Matters to a Vote of Security Holders.

We held our annual meeting of stockholders on May 6, 2015, at which a quorum was present.  The table below sets forth the final number of votes cast for and against, as well as the number of abstentions and broker non-votes, for each matter voted on at that meeting, as certified by the independent inspector of election.

 
Matter
For
Against

Abstentions
Broker
Non-Votes
1.
Election of three directors
 
 
 
 
 
(a) J. Brian Ferguson
380,698,146
4,534,816
1,317,798
84,433,992
 
(b) Harold W. McGraw III
378,813,585
6,458,381
1,278,794
84,433,992
 
(c) Victoria J. Tschinkel
381,009,333
4,191,033
1,350,394
84,433,992
 
 
 
 
 
 
2.
 Ratification of selection of Ernst & Young LLP as independent registered public accounting firm
467,922,863
1,719,903
1,341,986
--
 
 
 
 
 
 
3.
 Advisory vote on executive compensation
366,507,207
17,226,578
2,816,975
84,433,992
 
 
 
 
 
 
4.
 Management proposal regarding the annual election of directors
381,024,785
3,571,059
1,954,916
84,433,992
 
 
 
 
 
 
5.
 Shareholder proposal on greenhouse gas reduction goals
87,790,651
226,259,753
72,500,356
84,433,992

Although the management proposal regarding the annual election of directors received significant support from shareholders, it did not receive the affirmative vote of 80% of outstanding shares entitled to vote, as required for adoption by the Certificate of Incorporation. The company intends to submit the proposal again in 2016.

There were 542,327,106 shares outstanding and entitled to vote as of the record date for the annual meeting.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
Phillips 66
 
 
 
Dated: May 8, 2015
By:
/s/ Paula A. Johnson
 
 
Paula A. Johnson
Executive Vice President, Legal, General Counsel and Corporate Secretary


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