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Marathon Petroleum Corp 8-K/A Report, Executive Changes (Jun 5, 2012)

Filed June 5, 2012For Securities:MPC

Summary

This 8-K/A filing from Marathon Petroleum Corporation (MPC) serves as an amendment, primarily detailing the shareholder approval of the Marathon Petroleum Corporation 2012 Incentive Compensation Plan (the "2012 Plan"). This plan, approved by the Board on February 29, 2012, and subsequently by shareholders on April 25, 2012, aims to incentivize employees and non-employee directors through various forms of compensation, including cash and equity awards such as stock options, SARs, restricted stock, and RSUs. A total of 25 million shares of common stock are reserved for issuance under the plan, with specific limits on non-option/SAR awards. The filing also confirms the Board of Directors' decision to implement annual advisory votes on executive compensation, following shareholder approval on an advisory basis. This decision aligns with the outcome of the shareholder vote held on April 25, 2012, and will remain the company's policy until the next vote on compensation frequency.

Key Highlights

  • 1Shareholder approval of the Marathon Petroleum Corporation 2012 Incentive Compensation Plan on April 25, 2012.
  • 2The 2012 Plan is designed to incentivize employees and non-employee directors through cash and equity awards.
  • 3The plan allows for various award types including stock options, SARs, restricted stock, RSUs, and cash awards.
  • 425 million shares of common stock are reserved for issuance under the 2012 Plan.
  • 5A sub-limit of 10 million shares is set for awards other than stock options or SARs.
  • 6The Board of Directors will hold annual advisory votes on executive compensation, as determined on May 30, 2012.
  • 7This 8-K/A filing is an amendment to a previous 8-K filed on April 30, 2012.

Frequently Asked Questions

The 2012 Incentive Compensation Plan is designed to reward eligible participants, including employees and non-employee directors, by providing them with cash benefits and opportunities to acquire the company's common stock. This aims to align their interests with those of shareholders and incentivize performance.

The company has reserved a total of 25 million shares of common stock for issuance in connection with the 2012 Plan. There's a further restriction that no more than 10 million shares can be used for awards that are not stock options or stock appreciation rights (SARs).

The plan authorizes a variety of award types, including stock options (both incentive and non-qualified), stock appreciation rights (SARs), stock awards, restricted stock awards, restricted stock units (which may include dividend equivalents), and cash awards, as well as performance awards.

Following shareholder approval on an advisory basis, Marathon Petroleum's Board of Directors has determined that the company will hold an annual advisory vote on the compensation of its named executive officers. This practice will continue until the next shareholder vote on the frequency of such advisory votes.