Form 8-K Phillips 66 For: Dec 09

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

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))

Title of each class

Trading
symbol

Name of each exchange
on which registered

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

update and expand the advance notice provisions in Article II, Sections 10 and 11 of the By-laws to reflect procedural updates in light of the recently adopted Rule 14a-19 under the Exchange Act (the “Universal Proxy Rules”) and to make other related changes, including: (i) extending the informational requirements to certain related persons of stockholders and beneficial owners, if any, providing notice of nominations or proposals of other business; (ii) updating certain procedural requirements related to director nominations by stockholders; (iii) requiring additional background information and disclosures regarding stockholders proposing director nominations and other business and other persons related to a stockholder’s solicitation of proxies; (iv) requiring any stockholder submitting a nomination notice to make a representation and applicable confirmation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Board’s nominees in accordance with the Universal Proxy Rules and the By-laws and to provide evidence that the stockholder has complied with such requirements; (v) requiring any stockholder submitting a notice of the proposal of business other than nominations to make a representation as to whether such stockholder intends to solicit proxies from at least the percentage of the Company’s voting shares required under applicable law to carry the proposal; (vi) requiring that disclosures included in a stockholder’s notice of nominations or proposals of other business be updated so that they are accurate as of the record date for the stockholder meeting and as of fifteen days prior to the stockholder meeting; and (vii) clarifying that a failure to provide such information or comply with such solicitation requirements will result in the meeting chairman disregarding a stockholder’s nomination or proposal of other business;

reserve a white proxy card for use by the Company’s Board only;

clarify that directors shall be elected by a plurality of the votes in contested elections;

clarify powers of the chairman of a stockholders’ meeting to prescribe rules and regulations for the conduct of a stockholders’ meeting;

include conforming changes in response to certain amendments to the General Corporation Law of the State of Delaware, including (i) updating the methods for giving notice of adjourned stockholder meetings to address the adjournment of virtual meetings and (ii) eliminating the requirement that a list of stockholders be made available during a stockholders’ meeting; and

incorporate other conforming and clarifying changes, remove certain outdated provisions and reflect other changes in law.

Financial Statements and Exhibits.

Exhibits

/s/ Vanessa Allen Sutherland

Vanessa Allen Sutherland

Executive Vice President