What is the primary purpose of the new 2021 Incentive Compensation Plan approved by shareholders?

The primary purpose of the 2021 Incentive Compensation Plan is to provide incentives and rewards to eligible employees, non-employee directors, and certain consultants for their performance and service to Marathon Petroleum Corporation. It aims to align their interests with those of shareholders.

How many shares are available under the new 2021 Incentive Compensation Plan?

The 2021 Plan authorizes a maximum of 20,500,000 shares of common stock for awards. This number is subject to adjustments and includes shares that may be re-used if awards are forfeited, canceled, or expire.

What were the outcomes of the advisory votes on executive compensation and governance proposals?

Shareholders voted against the advisory resolution on the compensation of named executive officers. Additionally, proposals to amend the company's charter to eliminate supermajority provisions and to declassify the Board of Directors did not receive the required 80% shareholder approval.

Will awards granted under the previous 2012 Incentive Compensation Plan be affected by the new 2021 Plan?

No, awards granted under the Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan that were outstanding as of the shareholder approval date of the 2021 Plan will remain outstanding and will continue to be governed by the terms of the Prior Plan. However, no new awards can be granted under the Prior Plan after the shareholder approval of the 2021 Plan.

MPC 8-K: Leadership Changes & Shareholder Matters

Summary

Marathon Petroleum Corporation (MPC) filed an 8-K on May 3, 2021, reporting on its 2021 Annual Meeting of Shareholders held on April 28, 2021. The key outcome for investors is the shareholder approval of the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the "2021 Plan"). This new plan replaces the previous 2012 plan and will govern future equity awards to employees, directors, and consultants, designed to incentivize performance and service. The 2021 Plan authorizes a broad range of awards, including stock options, SARs, restricted stock, and cash, with a pool of 20,500,000 shares available, subject to adjustments.

Key Highlights

1Shareholder approval of the Marathon Petroleum Corporation 2021 Incentive Compensation Plan, which supersedes the prior 2012 plan.
2The 2021 Plan allows for various award types including stock options, SARs, restricted stock awards, RSUs, and cash awards.
3A total of 20,500,000 shares of common stock are authorized for awards under the 2021 Plan, with provisions for share recycling from forfeited or unexercised awards.
4All Class I Directors, including Abdulaziz F. Alkhayyal, Michael J. Hennigan, Jonathan Z. Cohen, and Frank M. Semple, were re-elected to serve until the 2024 Annual Meeting.
5PricewaterhouseCoopers LLP was ratified as the independent auditor for the fiscal year ending December 31, 2021.
6Shareholders voted against an advisory resolution on the compensation of named executive officers.
7Proposals to eliminate supermajority provisions and declassify the Board of Directors did not receive the required 80% approval.

Marathon Petroleum Corp 8-K Report, Executive Changes (May 4, 2021)

Summary

Key Highlights

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