Marathon Petroleum Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$MPC
Integrated oil Companies
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM 8-K
_____________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 30, 2025
_____________________________________________
(Exact name of registrant as specified in its charter)
_____________________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (419 ) 422-2121
_____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |||||
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
| Emerging growth company | | ||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ||
| ☐ | ||
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
| The Company's 2025 Annual Meeting was held on April 30, 2025. As of March 3, 2025, the record date for the 2025 Annual Meeting, there were 311,531,359 shares of the Company's common stock outstanding and entitled to vote. Following are the voting results for the proposals considered and voted upon at the 2025 Annual Meeting. | ||
| 1. | ELECTION OF CLASS II DIRECTORS | ||||
| Shareholders elected Evan Bayh, Jeffrey C. Campbell, Kimberly N. Ellison-Taylor and Kim K.W. Rucker as Class II directors, each to serve a term expiring on the date of the Company’s 2028 annual meeting of shareholders and until each such director's successor is duly elected and qualified or until each such director's earlier death, resignation or removal, by the following votes: | |||||
| NOMINEE | VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||||||||||||||||||||||||||
| Evan Bayh | 197,712,789 | 14,671,570 | 547,760 | 52,966,780 | ||||||||||||||||||||||||||||||||||
| Jeffrey C. Campbell | 201,880,494 | 10,461,701 | 589,924 | 52,966,780 | ||||||||||||||||||||||||||||||||||
| Kimberly N. Ellison-Taylor | 203,890,214 | 8,237,611 | 804,294 | 52,966,780 | ||||||||||||||||||||||||||||||||||
| Kim K.W. Rucker | 198,842,705 | 13,548,445 | 540,969 | 52,966,780 | ||||||||||||||||||||||||||||||||||
| 2. | RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR FOR 2025 | ||||
| Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for the year ending December 31, 2025, by the following votes: | |||||
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||||||||||||||||||||
| 261,997,517 | 3,087,137 | 814,245 | — | |||||||||||||||||||||||||||||
| 3. | APPROVAL, ON AN ADVISORY BASIS, OF THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION | ||||
| Shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the following votes: | |||||
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||||||||||||||||||||
| 197,907,693 | 14,033,851 | 990,575 | 52,966,780 | |||||||||||||||||||||||||||||
| 4. | APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS | ||||
| The proposal to approve an amendment to the Company’s Restated Certificate of Incorporation to declassify the Board of Directors did not receive the required affirmative vote of at least 80% of the Company’s outstanding shares entitled to vote: | |||||
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||||||||||||||||||||
| 210,374,644 | 1,714,994 | 842,481 | 52,966,780 | |||||||||||||||||||||||||||||
| 5. | APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY PROVISIONS | ||||
| The proposal to approve an amendment to the Company’s Restated Certificate of Incorporation to eliminate supermajority provisions did not receive the required affirmative vote of at least 80% of the Company’s outstanding shares entitled to vote: | |||||
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||||||||||||||||||||
| 210,138,170 | 2,012,176 | 781,773 | 52,966,780 | |||||||||||||||||||||||||||||
| 6. | SHAREHOLDER PROPOSAL SEEKING A SIMPLE MAJORITY VOTE | ||||
| The shareholder proposal seeking a simple majority vote was not approved based on the following votes: | |||||
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||||||||||||||||||||
| 102,780,412 | 108,974,674 | 1,177,033 | 52,966,780 | |||||||||||||||||||||||||||||
| SIGNATURES | ||
| 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. | ||
| Marathon Petroleum Corporation | ||||||||
| Date: May 2, 2025 | By: | /s/ Molly R. Benson | ||||||
| Name: Molly R. Benson | ||||||||
| Title: Chief Legal Officer and Corporate Secretary | ||||||||