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
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| Date of Report (Date of Earliest Event Reported): | | February 22, 2022 | |
Marathon Oil Corporation
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(Exact name of registrant as specified in its charter)
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| Delaware | 1-1513 | 25-0996816 |
_____________________________________________ (State or other jurisdiction | _______________________________ (Commission | __________________________________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 990 Town and Country Boulevard, | Houston, | Texas | | | 77024-2217 |
____________________________________________________________ (Address of principal executive offices) | | | ___________________________________________ (Zip Code) |
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| Registrant’s telephone number, including area code: | (713) | 629-6600 | |
Not Applicable
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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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, par value $1.00 | | MRO | | New York Stock Exchange |
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).
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| | 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Ms. Kimberly O. Warnica was promoted to executive vice president, general counsel and secretary, effective March 1, 2022. Ms. Warnica, a named executive officer of Marathon Oil Corporation, is currently the Company’s senior vice president, general counsel and secretary.
Due to the change to Ms. Warnica’s appointment, her base salary will be increased to $450,000, effective March 1, 2022. In addition, Ms. Warnica’s annual cash bonus target will increase to 90% of her base salary, effective for the 2022 calendar year, and her 2022 long-term incentive award target value will be increased to $1,200,000.
Item 9.01. Financial Statements and Exhibits.
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| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document |
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.
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| | | Marathon Oil Corporation |
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| February 28, 2022 | | By: | | /s/ Gary E. Wilson |
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| | | | | Name: Gary E. Wilson |
| | | | | Title: Vice President, Controller and Chief Accounting Officer |
