Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders on May 12, 2021. The results of the matters submitted to a vote of the shareholders at the meeting are set forth below. There were 437,865,488 shares outstanding and entitled to vote as of the record date for the meeting.

1. The two nominated directors were each elected to serve a three-year term.



                       Voted For     Voted Against    Abstentions     Broker Non-Votes
Julie L. Bushman      287,807,757     23,800,591       4,231,868         59,807,205
Lisa A. Davis         284,900,845     29,469,088       1,470,283         59,807,205

2. The proposal to amend the Company's Certificate of Incorporation to eliminate the classified structure of the Board of Directors and allow for annual elections of all directors did not receive the requisite 80% of shares outstanding vote and was not approved.



  Voted For     Voted Against    Abstentions     Broker Non-Votes
 312,260,875      2,284,321       1,295,020         59,807,205

3. The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2021 was approved.



  Voted For     Voted Against    Abstentions
 372,469,945      2,317,024        860,452



4. The advisory approval of the compensation of our named executive officers was
not approved.

  Voted For     Voted Against    Abstentions     Broker Non-Votes
 157,625,225     155,589,608      2,625,383         59,807,205

5. The shareholder proposal requesting the Company set and report on greenhouse gas emissions targets was approved.



  Voted For     Voted Against    Abstentions     Broker Non-Votes
 250,693,810     61,569,912       3,576,494         59,807,205



6. The shareholder proposal requesting the Company issue a report on climate
lobbying was approved.

  Voted For     Voted Against    Abstentions     Broker Non-Votes
 195,837,321     117,573,625      2,429,270         59,807,205

--------------------------------------------------------------------------------

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 hereunto duly authorized.




                                                    Phillips 66

                 Dated: May 13, 2021   By:      /s/ Paula A. Johnson
                                                  Paula A. Johnson
                                              Executive Vice President

© Edgar Online, source Glimpses