8-KLeadership ChangesShareholder MattersExhibits & Filings

Marathon Petroleum Corp 8-K Report, Executive Changes (May 4, 2020)

Filed May 4, 2020For Securities:MPC

Summary

Marathon Petroleum Corporation (MPC) filed an 8-K on May 4, 2020, reporting on key events from its Annual Meeting of Shareholders held on April 29, 2020. The most significant leadership change is the appointment of Michael J. Hennigan, President and CEO, as a Class I director. Concurrently, John P. Surma transitioned to the role of non-Executive Chairman of the Board, succeeding Gary R. Heminger who retired. Mr. Hennigan will not receive additional compensation for his director role, aligning with company policy. The filing also detailed the voting outcomes on several shareholder proposals. Notably, the proposal to phase out the classified board structure did not pass, requiring an 80% affirmative vote which was not met. However, shareholders elected all nominated Class III directors, ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor for 2020, and approved executive compensation on an advisory basis. A shareholder proposal for simple majority voting provisions was approved, while another seeking a report on integrating community impacts into executive compensation was not.

Key Highlights

  • 1Michael J. Hennigan, President and CEO, appointed to the Board of Directors as a Class I director.
  • 2John P. Surma appointed as the non-Executive Chairman of the Board.
  • 3Gary R. Heminger retired and ceased to serve as Executive Chairman and Board member.
  • 4Proposal to phase out the classified board structure failed to achieve the required 80% shareholder approval.
  • 5All nominated Class III directors (Steven A. Davis, J. Michael Stice, John P. Surma, and Susan Tomasky) were elected.
  • 6Shareholders ratified PricewaterhouseCoopers LLP as the independent auditor for 2020.
  • 7A shareholder proposal for simple majority voting provisions was approved.

Frequently Asked Questions

The key leadership change was the appointment of Michael J. Hennigan, who is also the President and CEO, to the Board of Directors as a Class I director. Additionally, John P. Surma has been appointed as the non-Executive Chairman of the Board, following the retirement of Gary R. Heminger.

No, the proposal to amend the Corporation's Restated Certificate of Incorporation to phase out the classified board of directors was not approved. It required an affirmative vote of at least 80% of the outstanding common stock, which was not met.

The shareholders elected Steven A. Davis, J. Michael Stice, John P. Surma, and Susan Tomasky as Class III directors, each to serve terms expiring at the Corporation's 2023 Annual Meeting of Shareholders.

Yes, shareholders approved the compensation of the Corporation's named executive officers on an advisory basis (also known as 'say-on-pay').