NEW YORK, May 12 (Reuters) - Elliott Investment
Management scored a victory on Monday in its board fight at
Phillips 66 when prominent proxy advisory firm
Institutional Shareholder Services (ISS) recommended that
investors elect all four of the activist's director nominees.
Elliott, which owns a roughly $2.5 billion stake in
Phillips, has been pushing the oil refiner, valued at $48
billion, for changes that include spinning off or selling its
midstream business. Elliott wants investors to refresh the board
in order to achieve its goals.
Now with ISS's backing, on the heels of a similarly
favorable recommendation from smaller rival Glass Lewis, the
hedge fund may have won significant support, analysts and
investors said.
"Although the board has been reshaped since the
pandemic, important industry perspectives have been overlooked,
and there is strong evidence that the board is not willing to
exercise independent oversight of management," the ISS report
said. "The dissident has assembled a strong slate, which has the
experience and independence that PSX requires."
Neither Phillips 66 nor Elliott had an immediate comment
on the report.
Investors often take recommendations from proxy advisory
firms into consideration when casting votes on hot-button issues
like who sits on boards.
The Elliott and Phillips 66 battle is one of the year's most
bitter proxy fights with each side piling time and money into
trying to persuade shareholders they have the better candidates.
Investors will cast votes for four directors, out of a
14-member board.
Glass Lewis has urged investors to elect three of
Elliott's four nominees at the May 21 meeting.
Phillips 66's stock price has dropped 18% over the last 52
weeks, closing trading at $118.68 on Monday.
ISS wrote that even though returns have been positive
since Phillips 66 was spun off from ConocoPhillips ( COP ) in
2012 and since the company's CEO transition in 2022, the stock
began underperforming peers in mid-2021 and "has not been able
to close the gap."
"The data does not support the board's argument that the
integrated strategy results in superior returns over the
long-term, and it undermines assertions about the success of
turnaround efforts since the CEO transition," when Mark Lashier
took over from Greg Garland.
Elliott, which invests $70 billion, has a strong record
in the energy sector and has made successful investments at
Marathon Petroleum ( MPC ), NRG Energy ( NRG ), Suncor Energy ( SU )
and Hess All were led by John Pike, a partner
with Elliott who is also spearheading the Phillips 66 campaign
and a recent $2.5 billion investment in BP.