Washington, D.C. 20549




(Rule 14a-101)



Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )



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☐    Preliminary Proxy Statement

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☐    Definitive Proxy Statement

☒    Definitive Additional Materials

☐    Soliciting Material under § 240.14a-12

Phillips 66

(Name of Registrant as Specified In Its Charter)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 8, 2019.









Meeting Information


Meeting Type:         Annual Meeting


For holders as of:  March 11, 2019


Date:     May 8, 2019



    Time:     9:00 a.m., Central Time


Location:    Houston Marriott Westchase
  2900 Briarpark Drive
  Houston, Texas 77042



You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.



See the reverse side of this notice to obtain proxy materials and voting instructions.



— Before You Vote —

How to Access the Proxy Materials



Proxy Materials Available to VIEW or RECEIVE:



How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:


How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

   2) BY TELEPHONE:       1-800-579-1639
   3) BY E-MAIL*:


* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.


Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 24, 2019 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods




Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.




Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.



Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.






Voting Items




The Board of Directors recommends a vote “FOR” each listed nominee in item #1.


To elect four directors to the Board of Directors for a term of office expiring at the 2022 annual meeting of shareholders. The nominees for election are:


1a.  Greg C. Garland


1b.  Gary K. Adams


1c.  John E. Lowe


1d.  Denise L. Ramos


The Board of Directors recommends a vote of “ONE YEAR” in item #4.


4.  Advisory vote on the frequency of future shareholder advisory votes to approve executive compensation.



The Board of Directors recommends a vote “AGAINST” the shareholder proposal in item #5.



5.  Shareholder proposal requesting an annual report on plastic pollution.



The Board of Directors recommends a vote “FOR” each of items #2 and #3.


In their discretion, the named proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.


To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2019.



Advisory vote to approve our executive compensation.