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.
Frequently Asked Questions
The primary purpose of this 8-K filing is to disclose a material amendment to the merger agreement between Marathon Petroleum Corporation (MPC) and Andeavor. This amendment specifically designates the individuals who will be appointed to the MPC Board of Directors upon the completion of the merger.
The four individuals designated by Andeavor to be appointed to the MPC Board of Directors are Gregory J. Goff, Susan Tomasky, Edward G. Galante, and Kim K.W. Rucker. They are referred to as the 'New Parent Directors'.
The amendment requires that MPC take reasonable best efforts to appoint these New Parent Directors to the MPC Board on the Closing Date of the merger. This may involve increasing the size of the MPC Board or, if an increase is not feasible, requiring a sufficient number of existing directors to resign to accommodate the new appointments.
No, other than the specific modifications regarding the appointment of the New Parent Directors, the original Agreement and Plan of Merger, as previously amended, remains in full force and effect. This filing focuses specifically on the board composition aspect of the merger.