Marathon Oil (MRO) 8-K Submission of Matters to a Vote of Security Holders

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 25, 2012

MARATHON OIL CORPORATION

_________________________________________

(Exact name of registrant as specified in its charter)

Delaware	1-5153		25-0996816
_____________________  (State or other jurisdiction	_____________  (Commission		______________  (I.R.S. Employer
of incorporation)	File Number)		Identification No.)
5555 San Felipe Street, Houston, Texas			77056
_________________________________  (Address of principal executive offices)			___________  (Zip Code)
Registrant’s telephone number, including area code:		(713) 629-6600

Not Applicable

 ______________________________________________

 Former name or former address, if changed since last report

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))

Item   5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders was held on April 25, 2012.  In connection with the meeting, proxies were solicited pursuant to the Securities Exchange Act of 1934.  The following are the voting results on proposals considered and voted upon at the meeting, all of which were described in Marathon Oil's 2012 Proxy Statement.

 1.  Each of our directors was elected for a term expiring in 2013.  Votes regarding the persons elected to serve as directors were as follows:

NOMINEE	VOTES FOR		VOTES   AGAINST		VOTES ABSTAINED		BROKER NON-VOTES
Gregory H. Boyce		486,092,951		31,647,875		716,737		73,256,919
Pierre Brondeau		486,917,480		31,012,942		527,141		73,256,919
Clarence P. Cazalot, Jr.		493,433,650		24,426,288		597,625		73,256,919
Linda Z. Cook		498,146,242		19,803,810		507,511		73,256,919
Shirley Ann Jackson		429,467,735		88,490,633		499,195		73,256,919
Philip Lader		493,110,598		24,808,473		538,492		73,256,919
Michael E. J. Phelps		502,449,685		15,276,345		731,533		73,256,919
Dennis H. Reilley		493,386,128		24,554,438		516,997		73,256,919

2.   PricewaterhouseCoopers LLP was ratified as our independent registered public accounting firm for 2012.  The voting results were as follows:

VOTES FOR		VOTES AGAINST		VOTES ABSTAINED
	584,204,167		6,858,469		651,846

3.   The Board proposal seeking a non-binding advisory vote to approve the compensation of our named executive officers was approved.  The voting results were as follows:

VOTES FOR		VOTES AGAINST		VOTES ABSTAINED		BROKER NON-VOTES
	469,876,347		44,888,404		3,692,812		73,256,919

4.   The Board proposal seeking stockholder approval of the 2012 Incentive Compensation Plan was approved.  The voting results were as follows:

VOTES FOR		VOTES AGAINST		VOTES ABSTAINED		BROKER NON-VOTES
	474,076,687		42,744,450		1,636,426		73,256,919

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SIGNATURE

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.

Date:  April  26, 2012		MARATHON OIL CORPORATION
	By:	Michael K. Stewart
		Michael K. Stewart
		Vice President, Finance and Accounting, Controller and Treasurer

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