mro-20230411


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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☒			Definitive Proxy Statement

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☐			Soliciting Material under §240.14a-12

Marathon Oil Corporation
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LETTER TO STOCKHOLDERS

April 12, 2023

Dear Marathon Oil Corporation Stockholder,

2022 was an extraordinary year for Marathon Oil. From record stockholder distributions, differentiated per share growth across all the metrics that matter and multiple environmental, social and governance (ESG) milestones, we are proudly delivering peer-leading performance that is also among the top in the S&P 500. We also materially strengthened our portfolio in 2022 through the Ensign Natural Resources acquisition, checking every box of our disciplined acquisition criteria, including accretion to our key financial metrics, our Return of Capital Framework and our high-quality inventory life.

Our prioritization of free cash flow generation and adherence to our disciplined capital allocation framework resulted in record stockholder distributions of $3 billion during 2022—a return of over 55% of our cash flow from operations, well above our minimum commitment of 40%. During 2022, we executed $2.8 billion of share repurchases, which drove a 15% reduction to our outstanding share count, contributing to significant underlying improvement in all per-share metrics.

We also recently increased our base dividend by 11%, marking the seventh increase to our base dividend in the last eight quarters, corresponding to a cumulative increase of over 230% since the beginning of 2021. This increased return of capital was underpinned by outstanding financial delivery, including $5.4 billion of net operating cash flow and $3.6 billion of net income. These results were driven by operational excellence in 2022 that yielded 169,000 net bopd, 343,000 net boed, and a 21% increase in proved reserves to 1,339 mmboe in comparison to year-end 2021.

We also maintained our focus on strong ESG performance, making outstanding progress towards our ESG goals with material improvements in our greenhouse gas (GHG) intensity and a gas capture percentage1 of 99%. Additionally, we have established near, medium and longer term objectives that are consistent with the Paris Climate Accord, including GHG intensity and methane intensity reduction goals for 2025 and 2030, 99% or better gas capture percentage going forward and a commitment to World Bank Zero Routine Flaring by 2030.

We must recognize the invaluable contribution of our more than 1,500 employees to the achievement of these exceptional results. It is their hard work, alignment to our framework for success and dedication that enables us to deliver on our commitments. We also want to thank you, our stockholders, for your steadfast support and above all for your trust.

Finally, your Board of Directors and management cordially invite you to attend our 2023 Annual Meeting of Stockholders, to be held May 24, 2023, in the Level 6 Auditorium of One MRO, 990 Town & Country Blvd., Houston, TX 77024, at 8 a.m. Central Time.

We are making our proxy materials accessible online, which allows us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. Please read the Proxy Statement for more information about how to access the proxy materials online.

On April 12, 2023, we plan to mail to our U.S. stockholders a notice explaining how to access our 2023 Proxy Statement and 2022 Annual Report, request a printed copy of these materials and vote online. All other stockholders will continue to receive copies of the Proxy Statement and Annual Report by mail.

Your vote is important. Whether or not you plan to attend the meeting, we encourage you to vote promptly so that your shares will be represented and properly voted at the meeting.

Sincerely,

Lee M. Tillman

Marcela E. Donadio

Chairman, President and Chief Executive Officer

Independent Lead Director

__________________________

1 Gas capture percentage: the percentage of volume of wellhead natural gas captured upstream of low pressure separation and/or storage requirement such as vapor recovery towers and tanks.



						NOTICE OF THE 2023 ANNUAL MEETING OF STOCKHOLDERS



TIME AND DATE:	PLACE:	RECORD DATE:
Wednesday, May 24, 2023 8:00 a.m. Central Time	One MRO, Level 6 Auditorium 990 Town & Country Blvd., Houston, TX 77024	March 27, 2023

If attending the 2023 Annual Meeting of Stockholders, please plan to arrive at least 30 minutes early to allow ample time for check-in. Additional details regarding Marathon Oil Corporation’s visitor protocol and COVID-19 Safety Requirements can be found in the Q&A section of this Proxy Statement beginning on p. 69.


AGENDA
At the 2023 Annual Meeting for Marathon Oil Corporation (Marathon Oil or Company), stockholders will be asked to vote on the following proposals:
ITEM 1: Elect 8 directors to serve until the 2024 Annual Meeting (read more on p. 6).
þ			Your Board recommends a vote FOR the election of each director nominee.
ITEM 2: Ratify the selection of PricewaterhouseCoopers LLP as our independent auditor for 2023 (read more on p. 65).
þ			Your Board recommends a vote FOR Proposal 2.
ITEM 3: Approve on an advisory basis our 2022 named executive officer compensation (read more on p. 67).
þ			Your Board recommends a vote FOR Proposal 3.
ITEM 4: Recommend the frequency of advisory votes on named executive officer compensation (read more on p. 68).
þ			Your Board recommends a vote for every ONE YEAR on Proposal 4.

Other Business: Stockholders will also transact any other business that properly comes before the meeting.

A list of stockholders entitled to vote at the meeting will be available at the meeting. If you plan to attend the meeting, you will need to present a government-issued photo identification, along with proof of your stock ownership as outlined in the Q&A under “Who will be admitted to the Annual Meeting?”

The Notice is being mailed, and the attached Proxy Statement is being made available, to our stockholders on or about April 12, 2023. Please read the attached Proxy Statement carefully and submit your vote as soon as possible. Your vote is important, and you can ensure that your shares are voted at the meeting by using our online or telephone voting system or by completing, signing and returning a proxy card.


ONLINE	TELEPHONE	MAIL	IN PERSON

Visit www.proxyvote.com or scan the QR code on your Notice or proxy card with a smart phone. You will need the 16-digit number included in your Notice, proxy card or voting instructions.	Dial 1-800-690-6903 and follow the recorded instructions. You will need the 16-digit number included in your Notice, proxy card or voting instructions.	Only if you received a proxy card by mail, you may send your completed and signed proxy card in the envelope provided.	You may vote in person at the Annual Meeting in certain circumstances outlined in the Q&A section of this proxy.

By order of our Board of Directors,

Kim Warnica

Executive Vice President, General Counsel and Secretary

April 12, 2023


PROXY STATEMENT

TABLE OF CONTENTS


ABOUT MARATHON OIL CORPORATION						1
PROXY OVERVIEW						5
PROPOSAL 1: ELECTION OF DIRECTORS						6
Director Qualifications and Nominations						6
Director Independence						6
Director Diversity						7
Board Skills and Experience Diversity Matrix						8
Director Commitments						9
Nominees for Director						10
CORPORATE GOVERNANCE						14
Board of Directors						14
Committees of the Board						14
Board Overview						18
Board Leadership Structure						18
Independent Director Leadership						18
Board and Committee Evaluations						19
Our Board’s Role in Risk Oversight						19
Risk Assessment Related to our Compensation Structure						20
Health, Environmental, Safety and Corporate Responsibility						21
Corporate Governance Principles						22
Code of Business Conduct						23
Policy for Reporting Business Ethics Concerns						23
Insider Trading/Hedging Policy						23
Communications from Interested Parties						23
Compensation Committee Interlocks and Insider Participation						24
DIRECTOR COMPENSATION						24
Cash Compensation						24
Equity-Based Compensation and Stock Ownership Requirements						24
Matching Gifts Programs						25
202 2 Director Compensation Table						25
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT						26
COMPENSATION COMMITTEE REPORT						28
COMPENSATION DISCUSSION AND ANALYSIS						29
202 2 Executive Summary						29
2022 Operation al and Financial Highlights						30
Pay for Performance						31


COMPENSATION DISCUSSION AND ANALYSIS, cont’d.
Compensation Philosophy						32
Compensation Governance and Best Practices						32
How We Determine Executive Compensation						33
202 2 Executive Compensation Program Elements						35
202 2 Total Target Direct Compensation Overview						35
Base Salary						36
Annual Cash Bonus						36
Long-Term Incentives						39
Other Benefits						43
Stock Ownership Requirements						45
Tax Considerations						45
EXECUTIVE COMPENSATION						46
Summary Compensation Table						46
Grants of Plan-Based Awards in 2022						48
Outstanding Equity Awards at 202 2 Fiscal Year-End						49
Option Exercises and Stock Vested in 2022						50
Post-Employment Benefits						50
Nonqualified Deferred Compensation						52
Potential Payments Upon Termination or Change in Control						53
PAY VERSUS PERFORMANCE						56
CEO PAY RATIO						61
DELINQUENT SECTION 16(a) REPORTS						61
TRANSACTIONS WITH RELATED PERSONS						62
AUDIT AND FINANCE COMMITTEE REPORT						63
PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITOR FOR 202 3						65
PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS						67
PROPOSAL 4: ADVISORY VOTE ON FREQUENCY OF SAY ON EXECUTIVE PAY						68
Q&A ABOUT THE ANNUAL MEETING						69
OTHER BUSINESS						74
ANNEX A						A-1

MARATHON OIL | TABLE OF CONTENTS


ABOUT MARATHON OIL CORPORATION

COMPANY OVERVIEW

We are an independent exploration and production company based in Houston, Texas, focused on U.S. resource plays: Eagle Ford in Texas, Bakken in North Dakota, STACK and SCOOP in Oklahoma and Permian in New Mexico and Texas. Our U.S. assets are complemented by our international operations in Equatorial Guinea.

Our overall business strategy is to responsibly deliver competitive corporate level returns, free cash flow and cash returns to stockholders, all of which are sustainable and resilient through long-term commodity price cycles. We expect to achieve our business strategy by adherence to a disciplined reinvestment rate capital allocation framework that limits our capital expenditures relative to our expected cash flow from operations. Keeping our workforce safe, maintaining a strong balance sheet, responsibly meeting global energy demand with a focus on continuously improving environmental performance, serving as a trusted partner to our local communities and maintaining best-in-class corporate governance standards are foundational to the execution of our strategy.

Committed

to our

Framework

Corporate Returns

Disciplined reinvestment in strongest rate-of-return opportunities

Free Cash Flow

Sustainable free cash flow across wide range of commodity prices

Return of Capital

Return meaningful capital to investors

Differentiated Execution

Continuously improve performance, reduce costs and deliver on commitments

Powered

by our

Foundation

Multi-Basin Portfolio

Capital allocation flexibility, broad market access, supplier diversification, rapid sharing of best practices, platform for talent development

Balance Sheet Strength

Continue improving investment grade balance sheet; maintain financial strength and flexibility to execute business plan

ESG Excellence

Safety first, responsibly meeting global energy demand with strong environmental performance, trusted partner to local communities, best-in-class governance


COMPREHENSIVE DELIVERY IN 2022

Driven by operational excellence, 2022 marked another year of impressive delivery against every dimension of our Framework for Success. We generated approximately $4 billion of free cash flow and returned $3 billion of capital back to our stockholders. We reduced our outstanding share count by 15% through accretive share repurchases and raised our base dividend three times. We also materially strengthened our portfolio and enhanced our Eagle Ford scale through a significant acquisition. Most importantly, we achieved these outstanding results while holding true to our core values, keeping our workforce safe and delivering comprehensive ESG excellence.

1 MARATHON OIL | ABOUT MARATHON OIL CORPORATION


FOCUS ON ESG

We believe in the importance of delivering financial outcomes and ESG excellence that are competitive not only with our direct E&P peers but with the broader market as well. Oversight of ESG matters is an important component of the Board of Director’s (Board) risk oversight function. The Board also offers guidance on Marathon Oil’s ESG disclosure. Such disclosure has included the publication of our 2021 Sustainability Report, which is aligned with the Task Force on Climate-related Financial Disclosures, the Sustainability Accounting Standards Board and the Global Reporting Initiative. During 2022, we made comprehensive progress across a variety of our ESG related measures and significantly enhanced our environmental objectives.

The 2021 Sustainability Report is not incorporated by reference herein or otherwise made a part of this Proxy Statement or any of our other filings with the Securities and Exchange Commission (SEC).


Marathon Oil 2022 ESG Report Card Another year of comprehensive ESG delivery
Meeting the world’s energy needs while prioritizing all elements of ESG performance

	Safety	•Achieved 0.30 TRIR1 in 2022 for employees and contractors •Safety performance for employees and contractors remains integrated in executive compensation scorecard

	Environmental	•Achieved annual gas capture2 goal of at least 99% and continued driving reductions to GHG3 and methane intensity4 •Executing against combination of near-term (2023), mid-term (2025), and longer-term goals (2030) –GHG intensity goals for 2023, 2025 (50%* reduction), and 2030 (70%* reduction) –Methane intensity goals for 2025 (60%* reduction) and 2030 (80%* reduction) –World Bank Zero Routine Flaring by 2030 commitment

	Social	•Published Equal Opportunity & Employment (EEO-1) data and released new Human Rights Policy •Supported E.G. Malaria Elimination Project, partnered with National Fish & Wildlife Foundation on grassland restoration projects in Bakken, supported My Home Library program with Barbara Bush Houston Literacy Foundation, awarded grants to teachers through Unconventional Thinking in Teaching program

	Governance	•Enhanced board of director oversight through focus on refreshment, independence, and diversity •Elected two new board members in 2022; eight of nine total directors are independent, average tenure remains below S&P 500 average, three directors are female, two directors self-identify as ethnically/racially diverse

* Reduction relative to 2019 baseline 1 Total Recordable Incident Rate (TRIR) measures combined employee and contractor workforce incidents per 200,000 hours. 2 Gas Capture Percentage: the percentage by volume of wellhead natural gas captured upstream of low-pressure separation and/or storage equipment such as vapor recovery towers and tanks. 3 Greenhouse Gas (GHG) intensity: as measured by scope 1 and 2 metric tonnes carbon dioxide equivalent (CO2e) emissions per thousand barrels of oil equivalent of hydrocarbons produced from Marathon Oil-operated facilities. All percentage reductions are relative to 2019 GHG emissions intensity. 4 Methane intensity: as measured by metric tonnes carbon dioxide equivalent (CO2e) emissions per thousand barrels of oil equivalent of hydrocarbons produced from Marathon Oil-operated facilities. All percentage reductions are relative to 2019 Methane emissions intensity.

MARATHON OIL | ABOUT MARATHON OIL CORPORATION 2

Environmental Objectives Significantly Enhanced in 2022

Expanded to include gas capture, methane intensity and 2030 longer-term goals

New goals promote transparency and accountability while enhancing alignment and innovation

Near-term (2022)

Medium-term (2025)

Long-term (2030)

•40% GHG intensity reduction1 — compensation linked

•50% GHG intensity reduction1 — reiterated

•70% GHG intensity reduction1 — new

•99% gas capture2 — new

•60% methane intensity reduction3 — new

•80% methane intensity reduction3 — new

•World Bank Zero Routine Flaring commitment — new

1 Greenhouse Gas (GHG) intensity: as measured by scope 1 and 2 metric tonnes carbon dioxide equivalent (CO2e) emissions per thousand barrels of oil equivalent of hydrocarbons produced from Marathon Oil-operated facilities. All percentage reductions are relative to 2019 GHG emissions intensity.

2 Gas Capture Percentage: the percentage by volume of wellhead natural gas captured upstream of low pressure separation and/or storage equipment such as vapor recovery towers and tanks.

3 Methane intensity: as measured by metric tonnes carbon dioxide equivalent (CO2e) emissions of methane per thousand barrels of oil equivalent of hydrocarbons produced from Marathon Oil-operated facilities. All percentage reductions are relative

SEC Form DEF 14A filed by Marathon Oil Corporation