Summary
Marathon Petroleum Corporation (MPC) filed an 8-K on September 18, 2018, detailing a material amendment to its Agreement and Plan of Merger with Andeavor. The primary focus of this amendment is the designation of four individuals to be appointed to the MPC Board of Directors upon the closing of the merger. These individuals, identified by Andeavor, are Gregory J. Goff, Susan Tomasky, Edward G. Galante, and Kim K.W. Rucker, referred to as the 'New Parent Directors.' The amendment outlines the process for their appointment, including provisions for increasing board size or necessitating resignations to accommodate them, ensuring their integration into MPC's governance structure.
Key Highlights
- 1MPC and Andeavor entered into a Second Amendment to their Merger Agreement, specifically addressing board composition post-merger.
- 2Four individuals – Gregory J. Goff, Susan Tomasky, Edward G. Galante, and Kim K.W. Rucker – have been designated by Andeavor to join the MPC Board of Directors.
- 3The New Parent Directors are to be appointed on the Closing Date of the merger.
- 4The amendment clarifies the mechanism for appointing these new directors, including potential board size adjustments or director resignations.
- 5This filing serves as a supplemental disclosure to the definitive joint proxy statement/prospectus filed earlier, updating references to the identified directors.
- 6The core terms of the original merger agreement, dated April 29, 2018, remain in effect, with this amendment focusing solely on board appointments.