Item 5. Other Information
Item 5. OTHER INFORMATION
Insider Trading Arrangements
During the quarter ended June 30, 2025, no director or Section 16 officer adopted , modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).
Frequency of Future Advisory Proposals on Named Executive Compensation
At our Annual Meeting of Shareholders on May 21, 2025, our shareholders voted to approve, as the Board of Directors recommended and on a non-binding advisory basis, that we conduct future advisory votes to approve the compensation of our named executive officers every year. In light of the recommendation and vote, we plan to hold future advisory votes approving the compensation of our named executive officers annually until the next required vote on the frequency of such advisory votes.
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Item 6. EXHIBITS
Incorporated by Reference
Exhibit
Number Exhibit Description Form Exhibit Number Filing Date SEC File No.
3.1
Amended and Restated Certificate of Incorporation of Phillips 66.
8-K 3.1 05/01/2012 001-35349
3.2
Amended and Restated By-Laws of Phillips 66.
8-K 3.1 12/09/2022 001-35349
10.1
Second Amendment to Receivables Purchase and Financing Agreement, dated as of April 1, 2025, among Phillips 66 Receivables LLC, the persons from time to time party thereto as Purchaser/Lenders, PNC Bank, National Association, as Administrative Agent, Phillips 66 Company, as servicer, and PNC Capital Markets LLC, as structuring agent.
8-K 10.1 04/01/2025 001-35349
22 *
List of Guarantor Subsidiaries .
31.1 *
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 .
31.2 *
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 .
32 **
Certifications pursuant to 18 U.S.C. Section 1350 .
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* Inline XBRL Schema Document.
101.CAL* Inline XBRL Calculation Linkbase Document.
101.LAB* Inline XBRL Labels Linkbase Document.
101.PRE* Inline XBRL Presentation Linkbase Document.
101.DEF* Inline XBRL Definition Linkbase Document.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
** Furnished herewith.
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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 thereunto duly authorized.
PHILLIPS 66
/s/ Ann M. Kluppel
Ann M. Kluppel
Vice President and Controller
(Chief Accounting and Duly Authorized Officer)
Date: July 28, 2025
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.