Elliott Sues Phillips 66 Over ‘Gamesmanship,’ Seeks Nomination Rights for Four Board Seats
(P&GJ) — Elliott Investment Management has filed a lawsuit against Phillips 66 and its Board of Directors, seeking to ensure that four board seats are made available for election at the company’s 2025 Annual Meeting of Shareholders.
Elliott, which manages funds with more than $2.5 billion invested in Phillips 66, filed the complaint in the Court of Chancery of the State of Delaware. The firm argues that Phillips 66 is violating its own corporate governance rules by not equalizing the number of directors up for election across board classes.
RELATED: Elliott Builds $2.5 Billion Stake in Phillips 66, Pushes for Midstream Business Sale
The legal challenge comes after Phillips 66 announced on February 18 that two sitting directors—Gary Adams and Denise Ramos—would not stand for reelection. The company also said it would reduce the size of its board from 14 to 12 directors after the meeting, leaving only two board seats available for election in 2025.
Elliott contends that this move would create an imbalance between director classes, with five seats up for election in 2026 and 2027, and only two in 2025.
“Despite Elliott privately requesting confirmation, Phillips has still not disclosed how many seats will be up for election or who its nominees will be, requiring Elliott to file a complaint in order to preserve its shareholder rights.”
The hedge fund further claims that Phillips failed to follow through on prior commitments made in February 2024 to appoint a mutually agreed-upon director with energy industry experience.
“The Company’s current gamesmanship around its directors follows the Company’s previous failure to honor its representations made to Elliott...”
Elliott said it would withdraw the lawsuit if Phillips confirms that at least four seats will be up for election in 2025.
“If the Company ends its defensive maneuvers and confirms that at least four director seats will be up for election at the 2025 Annual Meeting, Elliott intends to withdraw the complaint and no longer proceed with the litigation.”
The firm added that it believes the company’s approach demonstrates “a disregard for stockholder rights” and underscores the need for change on the board. On March 4, Elliott announced a slate of seven director candidates with experience in refining, midstream operations, corporate governance, and complex transactions.
Elliott plans to identify its final slate of candidates before filing its definitive proxy materials for the 2025 Annual Meeting.
The Author
Mary Holcomb is the Digital Editor & Operations Manager at Gulf Energy Information, overseeing the Pipeline & Gas Journal, World Oil, and Underground Infrastructure brands. With over 5 years of experience, she drives digital content strategy and operations for these industry-leading publications.
Related News
Related News
- Trump Puts Keystone XL Pipeline Back in Discussion, Though Revival Faces Developer Resistance
- Army Corps Lists Enbridge’s Line 5 as ‘Emergency’ Project Eligible to Bypass Environmental Review
- Missouri Loses Control Over 1.5 Million-Mile Gas Pipeline Network as Feds Step In
- 1,000-Mile Pipeline Exit Plan by Hope Gas Alarms West Virginia Producers
- ONEOK, MPLX to Build $1.4 Billion LPG Export Terminal, Pipeline in Texas
- Army Corps Lists Enbridge’s Line 5 as ‘Emergency’ Project Eligible to Bypass Environmental Review
- Kinder Morgan Approves $1.4 Billion Mississippi Crossing Project to Boost Southeast Gas Supply
- India’s GAIL Eyes U.S. LNG Deals Following Trump’s Policy Shift
- TC Energy Beats Q4 Profit Estimates, Driven by Mexico Pipelines' Success
- Colonial Pipeline's Main Gasoline Artery Shut for Leak Investigation Through Friday
Comments