Adds further context on each side's arguments, updates share price

By Svea Herbst-Bayliss and David French

NEW YORK, May 21 (Reuters) - Phillips 66 N> and activist investor Elliott Investment Management each won two seats on the oil refiner's board at an annual shareholders meeting on Wednesday, capping one of the biggest corporate boardroom battles of the year.

The preliminary tally, confirmed by both sides, followed months of increasingly bitter finger-pointing between the two sides, with Elliott pushing for asset sales and an improvement in performance and Phillips 66 saying its strategy is working and that shareholders would benefit.

By effectively splitting the vote, shareholders are signaling to Elliott and Phillips 66 that they want some change but not the kind of sweeping transformation the hedge fund was calling for, analysts said on Wednesday. Elliott was trying to have four of its nominated directors elected to the board to fill the four seats that were up for election this year.

"Today's vote sends a clear message: Shareholders demand meaningful change at Phillips 66," Elliott said in a statement confirming that Sigmund Cornelius and Michael Heim had been elected to oil refiner's board.

They will serve on the board instead of long-serving Phillips 66 director John Lowe and Howard Ungerleider, who had been a new director candidate for the company. Veteran director Robert Pease, who was initially put on the board with Elliott's blessing, and Nigel Hearne were elected from the firm's slate.

"This vote reflects a belief in our integrated strategy and a recognition that our early results do not yet reflect the full potential of our plan or the value inherent in this business," Phillips 66 CEO Mark Lashier said in a statement.

Phillips 66 shares were down 5.8% in mid-afternoon trading on the New York Stock Exchange.

Elliott, as part of its argument for actions to boost Phillips 66's share price, had advocated exploring the sale or spin off of its midstream business and other asset divestments, to focus on the company's refining operations.

Oil refining margins hit multi-year lows last year, and while they recovered somewhat in the early part of 2025, this backdrop helped support Phillips 66 management's insistence that a break-up of the company would not be viable.

Analysts said shareholders ultimately will benefit from the addition of four new directors who bring industry experience and knowledge about the company's business.

The results show Elliott received no support from any of the large index funds that often control such corporate votes, according to two sources.

This is the first time that Elliott, one of the world's busiest activist investors, has seen one of its U.S. board election campaigns go to a vote. Elliott in 2017 won a vote that gave its nominees a majority on Telecom Italia's board.

It also marks the second time that the activist investor has pushed for changes at Phillips 66 since making a $1 billion investment in the company in 2023 and then quickly agreeing to add one new director and consult on adding a second one.

Earlier this year, Elliott ramped up its demands at Phillips 66 after seeing its stake in the oil refiner grow to $2.5 billion.

(Reporting by Svea Herbst-Bayliss and David French, Editing by Louise Heavens, Tomasz Janowski and Paul Simao)

((svea.herbst@thomsonreuters.com; +617 233 2138; Reuters Messaging: svea.herbst.thomsonreuters.com@reuters.net/))