Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

J. Brian Ferguson, member of the Board of Directors of Phillips 66 (the "Company"), has informed the Board of his intent to retire from the Board, effective August 1, 2020. Mr. Ferguson's retirement is not a result of any dispute or disagreement with the Company. Mr. Ferguson currently serves as the Chair of the Audit and Finance Committee and as a member of the Nominating and Governance Committee, the Public Policy Committee and the Executive Committee of the Board of Directors. The Board has selected John E. Lowe, a current member of the Board, to be Chair of the Audit and Finance Committee upon Mr. Ferguson's retirement.

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