Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 8, 2020, the Board of Directors of Phillips 66 (the "Company") appointed
Julie L. Bushman to serve as an independent director on the Board. Ms. Bushman
was appointed to the class of directors whose term expires at the Company's
annual meeting of shareholders in 2021. Ms. Bushman will serve as a member of
the Audit and Finance Committee and the Public Policy Committee of the Board.
Ms. Bushman will receive compensation in accordance with the Company's standard
compensation arrangements for non-employee directors, which are more fully
described under the caption "Non-Employee Director Compensation" in the
Company's proxy statement on Schedule 14A filed with the Securities and Exchange
Commission on March 25, 2020, as may be adjusted by the Board from time to time.
There are no arrangements or understandings pursuant to which Ms. Bushman was
appointed to the Board, and there are no transactions between Ms. Bushman and
the Company since the beginning of the Company's last fiscal year or any
currently proposed transaction, or series of similar transactions, in which the
amount involved exceeds $120,000.
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