Elliott Sues Phillips 66, Says It’s Trying to Thwart Proxy Fight

Phillips 66 eliminated two directorships ahead of its annual shareholder vote in an effort to block a bid for board seats by Elliott Investment Management LP, the investment firm said in a lawsuit.

Elliott sued Phillips and its board over the reduction Tuesday, saying the maneuver violates the core legal principle that changing a board’s side “to thwart a proxy context” represents a fiduciary breach. The maneuver “should be struck down as an inappropriate and inequitable act,” according to the filing in Delaware’s Chancery Court.

“The court should declare that four director seats are up for election,” the suit ...