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 7, 2014
(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:
 
¨
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))
 
 





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

We held our annual meeting of stockholders on May 7, 2014, at which a quorum was present.  The table below sets forth final voting results for each matter voted on at that meeting, as certified by the independent inspector of election, the number of votes cast for and against, as well as the number of abstentions and broker non-votes.

 
Matter
For
Against
Abstentions
Broker
Non-Votes
1.
Election of three directors
 
 
 
 
 
(a) William R. Loomis, Jr.
401,311,541

3,213,737

2,054,577

86,300,302

 
(b) Glenn F. Tilton
378,728,805

25,775,695

2,075,355

86,300,302

 
(c) Marna C. Whittington
401,013,025

3,534,743

2,032,087

86,300,302

 
 
 
 
 
 
2.
Ratification of selection of Ernst & Young LLP as independent registered public accounting firm
488,414,302

2,718,729

1,747,126


 
 
 
 
 
 
3.
Advisory vote on executive compensation
345,140,923

57,093,899

4,345,033

86,300,302

 
 
 
 
 
 
4.
Stockholder proposal on greenhouse gas reduction goals
89,983,220

227,744,567

88,852,068

86,300,302


Following recent shareholder engagement, we have agreed to include a management proposal in the proxy statement for our 2015 annual meeting asking our shareholders to affirmatively vote to declassify our board.






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 9, 2014
By:
/s/ Paula A. Johnson
 
 
Paula A. Johnson
Executive Vice President, Legal, General Counsel and Corporate Secretary