--- schema_version: "secwatch.filing_event.v1" accession: "0001510295-23-000042" form_type: "8-K" ticker: "MPC" cik: "0001510295" company_name: "Marathon Petroleum Corp" filed_at: "2023-04-27T23:59:59+00:00" generated_at: "2026-06-16T08:50:54.878090+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # MPC shareholders approve board size increase to 15; declassification and supermajority elimination fail ## Summary - Shareholders approved increasing max board size from 12 to 15; Certificate of Amendment filed. - Board declassification proposal failed to reach required 80% supermajority vote. - Proposal to eliminate supermajority provisions also failed to reach 80% threshold. - Advisory vote on executive compensation passed with ~92% of votes cast in favor. - Shareholder proposal for simple majority vote passed (advisory); clawback and ESG proposals did not. ## SEC filing metadata - accession: 0001510295-23-000042 - form_type: 8-K - ticker: MPC - cik: 0001510295 - company_name: Marathon Petroleum Corp - filed_at: 2023-04-27T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1510295/000151029523000042/0001510295-23-000042-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1510295/000151029523000042/mpc-20230426.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001510295-23-000042 - JSON: https://secwatch.observer/filing/0001510295-23-000042.json - Plain text: https://secwatch.observer/filing/0001510295-23-000042.txt ## Key facts - Governance Changes Marathon Petroleum Corp: Amendment to Restated Certificate of Incorporation to increase the maximum size of the Board of Directors from 12 to 15 directors (effective 2023-04-26). - Change: charter amendment - Effective: 2023-04-26 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1510295/000151029523000042/0001510295-23-000042-index.htm - Shareholder Votes Marathon Petroleum Corp shareholders approved Shareholder proposal seeking a simple majority vote at the 2023-04-26 meeting. - Outcome: passed - Meeting: 2023-04-26 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1510295/000151029523000042/0001510295-23-000042-index.htm - Shareholder Votes Marathon Petroleum Corp shareholders approved Approval of an amendment to the Company's Restated Certificate of Incorporation to increase the maximum size of the Board of Directors at the 2023-04-26 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-04-26 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1510295/000151029523000042/0001510295-23-000042-index.htm - Shareholder Votes Marathon Petroleum Corp shareholders rejected Approval of an amendment to the Company's Restated Certificate of Incorporation to eliminate supermajority provisions at the 2023-04-26 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-04-26 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1510295/000151029523000042/0001510295-23-000042-index.htm - Shareholder Votes Marathon Petroleum Corp shareholders approved Approval, on an advisory basis, of named executive officer compensation at the 2023-04-26 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-04-26 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1510295/000151029523000042/0001510295-23-000042-index.htm - Shareholder Votes Marathon Petroleum Corp shareholders rejected Shareholder proposal seeking an audited report on asset retirement obligations at the 2023-04-26 meeting. - Outcome: failed - Meeting: 2023-04-26 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1510295/000151029523000042/0001510295-23-000042-index.htm - Shareholder Votes Marathon Petroleum Corp shareholders rejected Approval of an amendment to the Company's Restated Certificate of Incorporation to declassify the Board of Directors at the 2023-04-26 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-04-26 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1510295/000151029523000042/0001510295-23-000042-index.htm - Shareholder Votes Marathon Petroleum Corp shareholders rejected Shareholder proposal seeking a report on just transition at the 2023-04-26 meeting. - Outcome: failed - Meeting: 2023-04-26 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1510295/000151029523000042/0001510295-23-000042-index.htm - Shareholder Votes Marathon Petroleum Corp shareholders approved Ratification of Independent Auditor for 2023 at the 2023-04-26 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-04-26 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1510295/000151029523000042/0001510295-23-000042-index.htm - Shareholder Votes Marathon Petroleum Corp shareholders rejected Shareholder proposal seeking an amendment to the Company's existing clawback provisions at the 2023-04-26 meeting. - Outcome: failed - Meeting: 2023-04-26 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1510295/000151029523000042/0001510295-23-000042-index.htm - Shareholder Votes Marathon Petroleum Corp shareholders approved Election of Class III Directors at the 2023-04-26 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-04-26 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1510295/000151029523000042/0001510295-23-000042-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.