Elliott built a roughly $2.5 billion stake in Phillips 66 in late 2023 and publicly argued the refiner traded at a discount because its portfolio mixed refining with chemicals and midstream businesses. Management responded by committing to monetize $3 billion of non-core assets in 2024 and to cut costs.

In February 2024 former Cenovus executive Robert Pease joined the board as part of an agreement between Phillips 66 and Elliott. When the company's changes were judged too slow, Elliott filed a proxy statement in March 2025 nominating three directors and demanding a sharper focus on refining.

The May 2025 vote ended in a split: each side won two of the four contested seats, the first activist board wins at an S&P 500 company in 15 years without index-fund backing.

Phillips 66 committed to monetize $3B of non-core assets and cut costs, added an Elliott-aligned director, then Elliott won two board seats in the 2025 proxy fight.

Elliott's thesis named the discount before any change was made.

Management adopted the cost and divestiture plan under pressure.

The 2025 proxy fight kept the refining focus on the agenda.

A clear thesis ('focus on refining') lets an activist sustain pressure for years; even a partial board win changes capital-allocation behavior.

The split vote left Phillips 66 committed to simplification, cost discipline and shareholder returns, with Elliott holding board seats to keep monitoring the plan.

FOLLOW THE EVIDENCE

The sources

  1. Proxy Statement of Elliott Investment Management for the Phillips 66 2025 Annual Meeting (PREC14A) sec.gov
  2. Phillips 66 (PSX) Explores Asset Sale, CEO Upbeat on Future nasdaq.com
  3. Phillips 66 and Elliott's contentious proxy battle ends in split vote over fight to break up energy giant fortune.com