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
- Maryann T. Mannen, Eileen P. Paterson, J. Michael Stice, John P. Surma elected board directors with >90% of votes cast.
- Ratification of PricewaterhouseCoopers as independent auditor for 2026 passed with 254.4M votes for.
- Advisory say-on-pay on named executive officer compensation approved with 202.1M votes for.
- Board declassification amendment failed; received 206.1M votes for but required 80% of 294.5M outstanding shares.
- Supermajority elimination amendment also failed, receiving 205.8M votes for, short of 80% threshold.
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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