SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 26, 2017
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Marathon Petroleum Corporation
(Exact name of registrant as specified in its charter)
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| Delaware | 001-35054 | 27-1284632 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
539 South Main Street Findlay, Ohio | 45840 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code:
(419) 422-2121
(Former name or former address, if changed since last report.)
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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 Shareholders of Marathon Petroleum Corporation (the “Corporation”) was held on April 26, 2017. The following are the voting results on proposals considered and voted upon at the meeting.
| 1. | ELECTION OF CLASS III DIRECTORS | |
The shareholders elected Steven A. Davis, Gary R. Heminger, J. Michael Stice and John P. Surma as Class III directors, to serve terms expiring on the date of the 2020 Annual Meeting, by the following votes:
| NOMINEE | VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||||
| Steven A. Davis | 382,455,746 | 4,363,478 | 559,566 | 54,997,912 | ||||||||||||
| Gary R. Heminger | 361,886,316 | 22,822,613 | 2,669,861 | 54,997,912 | ||||||||||||
| J. Michael Stice | 383,650,111 | 3,169,633 | 559,046 | 54,997,912 | ||||||||||||
| John P. Surma | 377,915,973 | 8,914,720 | 548,097 | 54,997,912 | ||||||||||||
| 2. | RATIFICATION OF INDEPENDENT AUDITOR FOR 2017 | |
The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent auditor for the year ending December 31, 2017 by the following votes:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||
| 438,413,042 | 3,055,891 | 907,769 | - | |||||||||||
| 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | |
The shareholders approved, on an advisory basis, the compensation of the Corporation’s named executive officers by the following votes:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||||
| 358,174,081 | 27,902,814 | 1,301,895 | 54,997,912 | ||||||||||||
| 4. | APPROVAL OF MATERIAL TERMS FOR QUALIFIED PERFORMANCE-BASED COMPENSATION UNDER THE AMENDED AND RESTATED MARATHON PETROLEUM CORPORATION 2012 INCENTIVE COMPENSATION PLAN | |
The shareholders approved the proposal seeking approval of 162(m) material terms for qualified performance-based compensation under the Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan by the following votes:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||||
| 372,658,577 | 13,355,277 | 1,364,936 | 54,997,912 | ||||||||||||
| 5. | SHAREHOLDER PROPOSAL | |
The shareholder proposal seeking a report that describes the due diligence process used to identify and address environmental and social risks, including Indigenous rights risk, in reviewing potential acquisitions was not approved based on the following votes:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||||
| 124,100,921 | 227,983,087 | 35,294,782 | 54,997,912 | ||||||||||||
| 6. | SHAREHOLDER PROPOSAL | |
The shareholder proposal seeking a report on of the Corporation's strategy to align its business plan with the 2-degree goal of the Paris Agreement was not approved based on the following votes:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||||
| 152,790,038 | 220,877,752 | 13,711,000 | 54,997,912 | ||||||||||||
| 7. | SHAREHOLDER PROPOSAL | |
The shareholder proposal requesting the Board of Directors take the necessary steps to eliminate each voting requirement in the Corporation's charter and bylaws that call for a greater than simple majority vote, and replace them with a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority vote in compliance with applicable laws, was approved based on the following votes:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||||
| 279,751,402 | 105,425,908 | 2,201,480 | 54,997,912 | ||||||||||||
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 1, 2017 | By: | /s/ Molly R. Benson | |
| Name: Molly R. Benson | |||
| Title: Vice President, Corporate Secretary and Chief Compliance Officer | |||