8-K

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

May 11, 2022

Date of Report (date of earliest event reported)

Phillips 66

(Exact name of registrant as specified in its charter)

2331 CityWest Boulevard

Houston, Texas 77042

(Address of Principal Executive Offices and Zip Code)

(832) 765-3010

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The Company held its Annual Meeting of Shareholders on May 11, 2022. There were 481,086,327 shares outstanding and entitled to vote as of the record date for the meeting. The results of the matters submitted to a vote of the shareholders at the meeting are set forth below.

1.    Each of the four director nominees was elected to serve a three-year term.

2.    Proposal on the advisory approval of the compensation of our named executive officers was approved.

3.    Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2022 was approved.

4.    Proposal to approve the 2022 Omnibus Stock and Performance Incentive Plan of Phillips 66 was approved.

5.    Shareholder proposal regarding greenhouse gas emissions targets was not approved.

6.    Shareholder proposal requesting the issuance of a report regarding shifting to recycled polymers for single use plastics was not approved.

For each of Proposals 2, 3, 4, 5 and 6, abstentions are treated as shares present for quorum purposes and entitled to vote. Accordingly, abstentions have the same practical effect as votes against the proposal.

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.

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