--- schema_version: "secwatch.filing_event.v1" accession: "0001510295-24-000041" form_type: "8-K" ticker: "MPC" cik: "0001510295" company_name: "Marathon Petroleum Corp" filed_at: "2024-04-26T23:59:59+00:00" generated_at: "2026-06-03T06:23:50.078405+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # MPC shareholders approve officer exculpation, reject board declassification and supermajority removal ## Summary - Shareholders approved amendment to Restated Certificate of Incorporation to limit officer liability for breaches of fiduciary duty of care under DGCL. - Proposals to declassify the Board of Directors and eliminate supermajority provisions failed, each requiring 80% affirmative vote but receiving less than 80%. - Class I directors (Alkhayyal, Cohen, Hennigan, Semple) elected; say-on-pay approved on advisory basis with future votes every one year. - Ratification of PricewaterhouseCoopers as independent auditor for 2024 passed with overwhelming support. - Shareholder proposal for simple majority vote on all matters was not approved. ## SEC filing metadata - accession: 0001510295-24-000041 - form_type: 8-K - ticker: MPC - cik: 0001510295 - company_name: Marathon Petroleum Corp - filed_at: 2024-04-26T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1510295/000151029524000041/0001510295-24-000041-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1510295/000151029524000041/mpc-20240424.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001510295-24-000041 - JSON: https://secwatch.observer/filing/0001510295-24-000041.json - Plain text: https://secwatch.observer/filing/0001510295-24-000041.txt ## Key facts - Governance Changes Marathon Petroleum Corp: Amendment to provide for officer exculpation limiting personal liability for breaches of fiduciary duty of care, as permitted by DGCL (effective 2024-04-24). - Change: charter amendment - Effective: 2024-04-24 source text: the amendment limits the personal liability of certain officers for monetary damages associated with breaches of the fiduciary duty of care (but not the fiduciary duty of loyalty) in limited circumstances. evidence_url: https://www.sec.gov/Archives/edgar/data/1510295/000151029524000041/0001510295-24-000041-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 2024-04-24 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2024-04-24 source text: 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: evidence_url: https://www.sec.gov/Archives/edgar/data/1510295/000151029524000041/0001510295-24-000041-index.htm - Shareholder Votes Marathon Petroleum Corp shareholders approved Election of Class I Directors at the 2024-04-24 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-04-24 source text: The shareholders elected each of Abdulaziz F. Alkhayyal, Jonathan Z. Cohen, Michael J. Hennigan and Frank M. Semple as Class I directors evidence_url: https://www.sec.gov/Archives/edgar/data/1510295/000151029524000041/0001510295-24-000041-index.htm - Shareholder Votes Marathon Petroleum Corp shareholders approved Ratification of Appointment of Independent Auditor for 2024 at the 2024-04-24 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-04-24 source text: The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for the year ending December 31, 2024, by the following votes: evidence_url: https://www.sec.gov/Archives/edgar/data/1510295/000151029524000041/0001510295-24-000041-index.htm - Shareholder Votes Marathon Petroleum Corp shareholders rejected Shareholder Proposal Seeking a Simple Majority Vote at the 2024-04-24 meeting. - Outcome: failed - Meeting: 2024-04-24 source text: The shareholder proposal seeking a simple majority vote was not approved based on the following votes: evidence_url: https://www.sec.gov/Archives/edgar/data/1510295/000151029524000041/0001510295-24-000041-index.htm - Shareholder Votes Marathon Petroleum Corp shareholders approved Recommendation, on an advisory basis, on the frequency of future advisory votes to approve named executive officer compensation at the 2024-04-24 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2024-04-24 source text: The shareholders recommended, on an advisory basis, that future advisory votes to approve named executive officer compensation ("say-on-pay") be held every one year by the following votes: evidence_url: https://www.sec.gov/Archives/edgar/data/1510295/000151029524000041/0001510295-24-000041-index.htm - Shareholder Votes Marathon Petroleum Corp shareholders approved Approval, on an advisory basis, of the Company's Named Executive Officer Compensation at the 2024-04-24 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-04-24 source text: The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the following votes: evidence_url: https://www.sec.gov/Archives/edgar/data/1510295/000151029524000041/0001510295-24-000041-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 2024-04-24 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2024-04-24 source text: 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: evidence_url: https://www.sec.gov/Archives/edgar/data/1510295/000151029524000041/0001510295-24-000041-index.htm - Shareholder Votes Marathon Petroleum Corp shareholders approved Approval of an Amendment to the Company's Restated Certificate of Incorporation to Provide for Officer Exculpation at the 2024-04-24 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-04-24 source text: The proposal to approve an amendment to the Company’s Restated Certificate of Incorporation to provide for officer exculpation received the required affirmative vote of at least a majority of the Company’s outstanding shares entitled to vote: evidence_url: https://www.sec.gov/Archives/edgar/data/1510295/000151029524000041/0001510295-24-000041-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.