secwatch / observer
8-K filed May 1, 2026, 7:59 PM ET ticker MPC CIK 0001510295
other material confidence high sentiment negative materiality 0.15

Marathon Petroleum shareholders reelect directors, reject board declassification and supermajority removal

Marathon Petroleum Corp

Key facts

Extracted from this filing and checked against the source text.

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Marathon Petroleum Corp shareholders approved Ratification of Appointment of Independent Auditor for 2026 at the 2026-04-29 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2026-04-29
Exact text from the filing
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR FOR 2026 Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for the year ending December 31, 2026, by the following votes: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 254,381,495 2,629,306 561,914 —
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

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 2026-04-29 meeting.

Proposal
charter amendment
Outcome
failed
Meeting
2026-04-29
Exact text from the filing
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 206,109,628 1,378,208 800,619 49,284,260
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Marathon Petroleum Corp shareholders approved Election of Class III Directors at the 2026-04-29 meeting.

Proposal
director election
Outcome
passed
Meeting
2026-04-29
Exact text from the filing
1. ELECTION OF CLASS III DIRECTORS Shareholders elected Maryann T. Mannen, Eileen P. Paterson, J. Michael Stice and John P. Surma as Class III directors, each to serve a term expiring on the date of the Company’s 2029 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 Maryann T. Mannen 197,152,767 10,707,225 428,463 49,284,260 Eileen P. Paterson 201,856,054 6,026,072 406,329 49,284,260 J. Michael Stice 196,334,471 11,502,146 451,838 49,284,260 John P. Surma 196,234,705 11,608,202 445,548 49,284,260
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Marathon Petroleum Corp shareholders rejected Approval of an amendment to the Company's Restated Certificate of Incorporation to eliminate supermajority provisions at the 2026-04-29 meeting.

Proposal
charter amendment
Outcome
failed
Meeting
2026-04-29
Exact text from the filing
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 205,793,162 1,746,858 748,435 49,284,260
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Marathon Petroleum Corp shareholders approved Approval, on an advisory basis, of the Company's named executive officer compensation at the 2026-04-29 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2026-04-29
Exact text from the filing
3. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION 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 202,102,724 5,289,661 896,070 49,284,260
View on SEC.gov

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Marathon Petroleum Corp filing history →

Source: SEC EDGAR
accession 0001510295-26-000033
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