Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _____________________________________________
FORM 8-K
 _____________________________________________
Current Report
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 25, 2018
 _____________________________________________
Marathon Petroleum Corporation
(Exact name of registrant as specified in its charter)
 _____________________________________________
 
 
 
 
 
Delaware
 
001-35054
 
27-1284632
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
539 South Main Street
Findlay, Ohio
 
45840

(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code:
(419) 422-2121
(Former name or former address, if changed since last report.)
 _____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 






Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in Item 5.07 below, at the 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”) of Marathon Petroleum Corporation (the “Corporation”) held on April 25, 2018, the Corporation’s stockholders approved an amendment to the Corporation’s Restated Certificate of Incorporation (the "Restated Certificate of Incorporation") to eliminate the supermajority voting requirement applicable to bylaw amendments. Accordingly, on May 1, 2018, the Corporation filed with the Secretary of State of the State of Delaware a certificate of amendment to the Restated Certificate of Incorporation reflecting the amendment provided in Appendix I to the Corporation’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 15, 2018. The Corporation also amended and restated its Amended and Restated Bylaws (the “Bylaws”) to conform with the amendment to the Restated Certificate of Incorporation.

The description of the newly amended and restated Bylaws is qualified in its entirety by the text of the Amended and Restated Bylaws, which is filed as Exhibits 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07
Submission of Matters to a Vote of Security Holders.
The Corporation's 2018 Annual Meeting was held on April 25, 2018. The following are the voting results on proposals considered and voted upon at the 2018 Annual Meeting.
 
1.
ELECTION OF CLASS I DIRECTORS
The shareholders elected Abdulaziz F. Alkhayyal, Donna A. James and James E. Rohr as Class I directors, to serve terms expiring on the date of the 2021 Annual Meeting, by the following votes:
NOMINEE
  
 
VOTES FOR

    
 
VOTES AGAINST

 
 
ABSTENTIONS

    
    BROKER    
NON-VOTES

 
Abdulaziz F. Alkhayyal
  
 
332,761,281

    
 
6,384,560

 
 
1,158,302

    
54,758,049

 
Donna A. James
  
 
333,397,656

    
 
5,844,930

 
 
1,061,557

    
54,758,049

 
James E. Rohr
  
 
326,734,391

    
 
8,603,744

 
 
4,966,008

    
54,758,049

 

 
2.
RATIFICATION OF INDEPENDENT AUDITOR FOR 2018
The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent auditor for the year ending December 31, 2018 by the following votes:
VOTES FOR
  
VOTES AGAINST
 
 
    
ABSTENTIONS
 
 
    
    BROKER    
NON-VOTES
 
 
388,863,890
  
 
5,272,168

  
    
 
926,134

  
    
 

  

 
3.
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
The shareholders approved, on an advisory basis, the compensation of the Corporation’s named executive officers by the following votes:
VOTES FOR
  
VOTES AGAINST
 
 
    
ABSTENTIONS
 
 
    
    BROKER    
NON-VOTES
 
 
310,928,653
 
 
27,607,113

  
    
 
1,768,377

  
    
 
54,758,049

  






 
4.
ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
The shareholders approved, on an advisory basis, the holding of an advisory vote on the compensation of the Corporation’s named executive officers every one year by the following votes:
VOTES FOR EVERY
ONE YEAR
 
VOTES FOR EVERY
TWO YEARS
 
VOTES FOR EVERY
THREE YEAR
 
ABSTENTIONS

 
    BROKER    
NON-VOTES

    
327,143,879
 
1,468,655

 
 
10,800,120

  
 
891,489

  
54,758,049

    
In accordance with the shareholder voting results, the Corporation’s Board of Directors determined on April 25, 2018, that the Corporation will hold an annual advisory vote on named executive officer compensation until the next advisory vote on the frequency of advisory votes on named executive officer compensation.
 
5.
APPROVAL OF AMENDMENTS TO THE CORPORATION'S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPERMAJORITY VOTING REQUIREMENT APPLICABLE TO BYLAW AMENDMENTS
The shareholders approved the proposal to amend the Corporation’s Restated Certificate of Incorporation to eliminate the supermajority voting requirement applicable to bylaw amendments by the following votes:
VOTES FOR
  
VOTES AGAINST
 
 
    
ABSTENTIONS
 
 
    
    BROKER    
NON-VOTES
 
 
335,618,194
  
 
3,833,934

  
    
 
852,015

  
    
 
54,758,049

  

 
6.
APPROVAL OF AMENDMENTS TO THE CORPORATION'S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPERMAJORITY VOTING REQUIREMENTS APPLICABLE TO CERTIFICATE AMENDMENTS AND THE REMOVAL OF DIRECTORS
The proposal to approve an amendment to the Corporation’s Restated Certificate of Incorporation to eliminate the supermajority voting requirements applicable to certificate amendments and the removal of directors did not receive the required affirmative vote of 80% of the Corporation’s outstanding shares.
VOTES FOR
  
VOTES AGAINST
 
 
    
ABSTENTIONS
 
 
    
    BROKER    
NON-VOTES
 
 
335,630,925
  
 
3,808,805

  
    
 
864,413

  
    
 
54,758,049

  

 
7.
SHAREHOLDER PROPOSAL
The shareholder proposal seeking adoption of an alternative shareholder right to call a special meeting provision was not approved based on the following votes:
VOTES FOR
  
VOTES AGAINST
 
 
    
ABSTENTIONS
 
 
    
    BROKER    
NON-VOTES
 
 
168,054,751
  
 
170,221,617

  
    
 
2,027,775

  
    
 
54,758,049

  







Item 9.01
Financial Statements and Exhibits.
(d)     Exhibits.
 
Exhibit
Number
  
Description
  

 
 
 






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Marathon Petroleum Corporation
 
 
 
 
 
 
 
 
Date: May 1, 2018
By:
 
/s/ Molly R. Benson
 
 
 
Name: Molly R. Benson
 
 
 
Title: Vice President, Corporate Secretary and Chief Compliance Officer