Phillips 66 (PSX)

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Phillips 66 (PSX)

Annual Meeting of Stockholders Conference Call

May 8, 2013 10:00 am ET


Greg C. Garland – Chairman and Chief Executive Officer

Paula Johnson – Executive Vice President, Legal, General Counsel and Corporate Secretary


Greg C. Garland

Good morning everyone and welcome to our Inaugural Shareholders Meeting for Phillips 66 Company. We’re really glad that you are here. My name is Greg Garland, I’m Chairman and Chief Executive Officer of Phillips 66. I’m going to serve as the Chairman of the meeting today. And as first thing I would like to do is, call the meeting to order.

So each of you received an agenda when you walked in this morning, as indicated on the agenda, we will first conduct the business of the meeting by presenting and voting on the proposals that we have before us. After the business presentation, after the business is being connected, I’m going to provide a presentation overview of the company and our results for 2012. On the reverse side of the agenda, we have set out the rules of conduct for this meeting. We ask that you please abide by these rules so that we can conduct this meeting in an orderly fashion.

We found that the best way to ensure that we have plenty of time at the end for comments and questions as to save those for the Q&A portion of the meeting. So we’d ask you to do that. At this point in the time, we will move to the business session of the meeting. Paula?

Paula Johnson

Board of Directors appointed James D. Gaughan of Carl T. Hagberg and Associates to serve as the Inspector of Elections. Mr. Gaughan reports that stockholders entitled to cast more than 84% of the vote is eligible to be cast at this meeting are present in person or represented by proxy therefore the quorum is present and the meeting is duly convened.

Greg C. Garland

Thank you, Paul. Before we proceed it’s my pleasure today to introduce you the members of our Board of Directors of Phillips 66. They are all here today with us. As I introduce each of our directors, I’d ask that you stand and face our audience this morning.

First, J. Brian Ferguson, Brian is retired Chairman and CEO of Eastman Chemical Company; William R. Loomis Jr., Bill is an Independent Financial Advisor and former General Partner and Managing Director of Lazard Freres & Co.; John E. Lowe, John held a serious of Executive positions with ConocoPhillips prior to the spin and he is now special advisor of Tudor, Pickering, Holt & Co.; Harold W. McGraw III, Terry is the Chairman and President and Chief Executive Officer of the McGraw-Hill Companies; Glenn F. Tilton, Glenn is currently Chairman of Midwest for JPMorgan Chase & Co. and the former Chairman, President and CEO of United Airlines Corporation; Victoria J. Tschinkel, Vicky serves on the Executive Committee of 1,000 Friends of Florida previously was it’s Chairwoman. And Dr. Marna C. Whittington, Marna has recently retired as the CEO of Allianz Global Investors Capital. Please join me in thanking our Board for their service to our company. Thank you.

Now the meeting will move to consider the five proposals that are before us and our stockholders, we will present each of the proposals separately.

Proposal number 1 is election of directors, the first proposal is for the two directors to serve a term expiring to end of 2016 annual meeting of stockholders. The two nominees for election are, Greg C. Garland and John E. Low as indicated in the proxy statement, the Board of Directors recommend that you vote for.

Our second proposal today is for ratification and appointment of our independent auditor Ernst & Young. They are independent, they are registered public accounting firm, the audit and finance committee has reviewed and recommended to approve and appoint EY to be our independent auditor for 2013.

John Kane who is a representative of EY is here today and I think John will be happy to answer any questions that you might have about EY or their engagement. So John if you would, could you please stand and be recognized. Thank you. The Board of Directors recommends that the shareholders ratify the selection of Ernst & Young.

Proposal number 3 is to adopt the 2013 on the plan of stock performance and incentive plan for Phillips 66 Company. This plan was approved by our Board of Directors on February 10 of 2013 to replace a plan that was put in place in conjunction with the spin off of Phillips 66 from ConocoPhillips. It allows us to issue common stock for compensation to our employees and to our directors as indicated in the proxy statement the Board of Directors recommends that the stockholders approve adoption of this plan.

Proposal number 4 is an advisory vote on Say-on-Pay and is approving the compensation of the name, the executive officers of Phillips 66 Company. As indicated in the proxy statement, the Board of Directors recommends that stockholders vote for this proposal.

The final proposal before us today is an advisory vote on how often the shareholders will be asked to provide an advisory vote on compensation for the name executive officers at Phillips 66. Stockholders can hold this vote annually every other year or stay from voting on this proposal. As indicated in the proxy statement, the Board recommends the stockholders vote to hold the Say on Pay Vote annually.

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