Elliott Investment Management has filed a lawsuit against Phillips 66 and its board, aiming to ensure that at least four board seats remain up for election at the company’s 2025 annual shareholder meeting, as part of an ongoing activist campaign, according to a report by Bloomberg.
The hedge fund, which holds a $2.5bn stake in the oil refiner, is pushing for leadership and strategic changes, including a potential sale or spinoff of Phillips 66’s midstream business to unlock shareholder value.
Elliott’s legal action seeks to prevent a reduction in board seats up for election, following Phillips 66’s announcement that directors Gary Adams and Denise Ramos would not seek reelection. With a staggered board structure, only a portion of directors stand for election each year, and a shrinking board size could limit Elliott’s ability to influence governance.
Phillips 66 responded by reaffirming its commitment to a four-seat election, stating: “We intend to run four directors for our 2025 Annual General Meeting. We will be filing in accordance with our charter and bylaws and will disclose details on our selected candidates in short order.”
Elliott first took a position in Phillips 66 in 2023 and has since pressured the company to restructure. The hedge fund argues that spinning off the midstream division—which transports and processes crude oil and natural gas—would unlock significant value for investors.
