ConocoPhillips to acquire Marathon Oil; exchange ratio 0.2550 COP shares per MRO share

MARATHON OIL CORP

Marathon board unanimously recommends stockholders approve merger with ConocoPhillips.
CFO Dane Whitehead to retire effective upon merger close; will remain as advisor to CEO until then.
Termination fee of $557M payable by Marathon under specified circumstances; $86M if stockholders fail to approve.
Closing conditions include stockholder approval, HSR Act clearance, regulatory approvals, and listing on NYSE.
Outstanding equity awards to be converted into ConocoPhillips restricted stock, options, or cash based on performance.

item 1.01 item 5.02 item 7.01 item 9.01

Executive movements

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Role change

Dane E. Whitehead

Executive Vice President and Chief Financial Officer

MARATHON OIL CORP

Filed: May 29, 2024, 7:59 PM ET

On February 27, 2024, Marathon announced that Dane E. Whitehead, Executive Vice President and Chief Financial Officer of Marathon had informed Marathon of his intention to retire from Marathon effective July 1, 2024. Marathon and Mr. Whitehead agreed to delay his departure and Mr. Whitehead will remain an Executive Vice President and Advisor to the CEO

Key facts

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Executive change SEC 8-K Item 5.02 confidence 0.95

Dane E. Whitehead changed role as Executive Vice President and Chief Financial Officer at MARATHON OIL CORP.

Action: retired as CFO; will serve as Executive Vice President and Advisor to the CEO
Role: Executive Vice President and Chief Financial Officer

Exact text from the filing

On February 27, 2024, Marathon announced that Dane E. Whitehead, Executive Vice President and Chief Financial Officer of Marathon had informed Marathon of his intention to retire from Marathon effective July 1, 2024. Marathon and Mr. Whitehead agreed to delay his departure and Mr. Whitehead will remain an Executive Vice President and Advisor to the CEO

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Source: SEC EDGAR

accession 0001193125-24-148638

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