Marathon Petroleum Corporation

05/01/2026 | Press release | Distributed by Public on 05/01/2026 14:26

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company's 2026 Annual Meeting was held on April 29, 2026. As of March 3, 2026, the record date for the 2026 Annual Meeting, there were 294,496,878 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 2026 Annual Meeting.
1. ELECTION OF CLASS III DIRECTORS
Shareholders elected Maryann T. Mannen, Eileen P. Paterson, J. Michael Stice and John P. Surma as Class III directors, each to serve a term expiring on the date of the Company's 2029 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
Maryann T. Mannen 197,152,767 10,707,225 428,463 49,284,260
Eileen P. Paterson 201,856,054 6,026,072 406,329 49,284,260
J. Michael Stice 196,334,471 11,502,146 451,838 49,284,260
John P. Surma 196,234,705 11,608,202 445,548 49,284,260
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR FOR 2026
Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for the year ending December 31, 2026, by the following votes:
VOTES FOR VOTES AGAINST ABSTENTIONS
BROKER NON-VOTES
254,381,495 2,629,306 561,914 -
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
202,102,724 5,289,661 896,070 49,284,260
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
206,109,628 1,378,208 800,619 49,284,260
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
205,793,162 1,746,858 748,435 49,284,260
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