8-KShareholder MattersOther EventsExhibits & Filings

Marathon Petroleum Corp 8-K Report, Shareholder Vote Results (May 1, 2015)

Filed May 1, 2015For Securities:MPC

Summary

Marathon Petroleum Corporation (MPC) filed an 8-K report detailing the outcomes of its Annual Shareholder Meeting held on April 29, 2015. Key events include the election of three Class I directors (David A. Daberko, Donna A. James, and James E. Rohr), who were overwhelmingly approved by shareholders. The appointment of PricewaterhouseCoopers LLP as the independent auditor for 2015 also received strong ratification from shareholders. Additionally, shareholders provided advisory approval for the compensation of named executive officers.

Key Highlights

  • 1Shareholders elected David A. Daberko, Donna A. James, and James E. Rohr as Class I directors, with substantial "votes for" exceeding "withheld" votes.
  • 2PricewaterhouseCoopers LLP was ratified as the independent auditor for the fiscal year ending December 31, 2015, with an overwhelming majority of shareholder support.
  • 3The compensation of Marathon Petroleum's named executive officers was approved on an advisory basis.
  • 4A shareholder proposal seeking quantitative greenhouse gas emission reduction goals was not approved, receiving significantly more "votes against" than "votes for".
  • 5The Board of Directors declared a two-for-one stock split, effective as a stock dividend on June 10, 2015, for shareholders of record as of May 20, 2015.
  • 6A cash dividend of $0.50 per share (pre-split) was declared, payable on June 10, 2015, to shareholders of record as of May 20, 2015.

Frequently Asked Questions

The meeting resulted in the election of three Class I directors, the ratification of PricewaterhouseCoopers LLP as independent auditor, advisory approval of executive compensation, and the rejection of a shareholder proposal on greenhouse gas emission goals. A significant announcement from the Board was a two-for-one stock split and a $0.50 per share cash dividend.

The two-for-one stock split, distributed as a stock dividend on June 10, 2015, will double the number of shares you hold. The cash dividend of $0.50 per share will be paid on your pre-split shares on June 10, 2015.

Yes, a shareholder proposal requesting the adoption of quantitative greenhouse gas emission reduction goals and associated reports was not approved. It received substantially more votes against it than votes in favor.

The elected Class I directors are David A. Daberko, Donna A. James, and James E. Rohr. They will serve terms expiring at the 2018 Annual Meeting of Shareholders.