MPC shareholders approve board size increase to 15; declassification and supermajority elimination fail

On April 26, 2023, at the annual meeting of shareholders (the “2023 Annual Meeting”) of Marathon Petroleum Corporation (the "Company"), the Company's shareholders approved an amendment to the Company's Restated Certificate of Incorporation to increase the maximum size of the Board of Directors, from 12 to 15 directors.

7. SHAREHOLDER PROPOSAL SEEKING A SIMPLE MAJORITY VOTE The shareholder proposal seeking a simple majority vote was approved based on the following votes: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 164,215,895 153,061,472 1,887,895 58,911,163

6. APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE MAXIMUM SIZE OF THE BOARD OF DIRECTORS The proposal to approve an amendment to the Company’s Restated Certificate of Incorporation increase the maximum size of the Board of Directors received the required affirmative vote of at least 80% of the Company’s outstanding shares entitled to vote: VOTES FOR VOTES AGAINST ABSTENTIONS 364,063,263 11,599,489 2,413,673

5. APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY PROVISIONS The proposal to approve an amendment to the Company’s Restated Certificate of Incorporation to eliminate supermajority provisions did not receive the required affirmative vote of at least 80% of the Company’s outstanding shares entitled to vote: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 314,650,951 3,376,933 1,137,378 58,911,163

3. APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the following votes: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 292,693,062 24,656,953 1,815,247 58,911,163

10. SHAREHOLDER PROPOSAL SEEKING AN AUDITED REPORT ON ASSET RETIREMENT OBLIGATIONS The shareholder proposal seeking a an audited report on asset retirement obligations was not approved based on the following votes: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 72,056,856 244,631,479 2,476,927 58,911,163

4. APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS The proposal to approve an amendment to the Company’s Restated Certificate of Incorporation to declassify the Board of Directors did not receive the required affirmative vote of at least 80% of the Company’s outstanding shares entitled to vote: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 315,595,358 2,339,930 1,229,974 58,911,163

9. SHAREHOLDER PROPOSAL SEEKING A REPORT ON JUST TRANSITION The shareholder proposal seeking a report on just transition was not approved based on the following votes: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 51,171,872 260,033,578 7,959,812 58,911,163

2. RATIFICATION OF INDEPENDENT AUDITOR FOR 2023 The shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for the year ending December 31, 2023, by the following votes: VOTES FOR VOTES AGAINST ABSTENTIONS 370,597,572 6,071,551 1,407,302

8. SHAREHOLDER PROPOSAL SEEKING AN AMENDMENT TO THE COMPANY'S EXISTING CLAWBACK PROVISIONS The shareholder proposal seeking an amendment to the Company's existing clawback provisions was not approved based on the following votes: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 143,416,366 174,043,526 1,705,370 58,911,163

1. ELECTION OF CLASS III DIRECTORS The shareholders elected each of J. Michael Stice, John P. Surma, Susan Tomasky and Toni Townes-Whitley as Class III directors, each to serve terms expiring on the date of the Company’s 2026 annual meeting of shareholders and until each such director's successor is duly elected and qualified or until each such director's earlier death, resignation or removal, by the following votes: NOMINEE VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES J. Michael Stice 281,751,932 8,725,354 28,687,976 58,911,163 John P. Surma 277,566,791 8,345,298 33,253,173 58,911,163 Susan Tomasky 292,552,851 4,050,953 22,561,458 58,911,163 Toni Townes-Whitley 299,459,390 1,740,538 17,965,334 58,911,163