SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 27, 2016
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Marathon Petroleum Corporation
(Exact name of registrant as specified in its charter)
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Delaware | 001-35054 | 27-1284632 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
539 South Main Street Findlay, Ohio | 45840 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code:
(419) 422-2121
(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Shareholders of Marathon Petroleum Corporation (the “Corporation”) was held on April 27, 2016. The following are the voting results on proposals considered and voted upon at the meeting.
1. | ELECTION OF CLASS II DIRECTORS | |
The shareholders elected Evan Bayh, Charles E. Bunch and Frank M. Semple as Class II directors, to serve terms expiring on the date of the 2019 Annual Meeting, by the following votes:
NOMINEE | VOTES FOR | WITHHELD | BROKER NON-VOTES | ||||||
Evan Bayh | 370,904,557 | 15,205,425 | 51,042,739 | ||||||
Charles E. Bunch | 323,835,434 | 62,274,548 | 51,042,739 | ||||||
Frank M. Semple | 357,201,707 | 28,908,275 | 51,042,739 | ||||||
2. | RATIFICATION OF INDEPENDENT AUDITOR FOR 2016 | |
The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent auditor for the year ending December 31, 2016 by the following votes:
VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||
433,250,854 | 2,456,536 | 1,445,331 | - | |||||||||||
3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | |
The shareholders approved, on an advisory basis, the compensation of the Corporation’s named executive officers by the following votes:
VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||||
359,377,700 | 24,665,700 | 2,066,582 | 51,042,739 | ||||||||||||
4. | SHAREHOLDER PROPOSAL | |
The shareholder proposal seeking the adoption of an alternative shareholder proxy access bylaw was not approved based on the following votes:
VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||||
125,590,952 | 258,128,365 | 2,390,665 | 51,042,739 | ||||||||||||
5. | SHAREHOLDER PROPOSAL | |
The shareholder proposal seeking a report on safety and environmental incidents was not approved based on the following votes:
VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||||
30,031,295 | 282,424,129 | 73,654,558 | 51,042,739 | ||||||||||||
6. | SHAREHOLDER PROPOSAL | |
The shareholder proposal seeking the adoption of quantitative greenhouse gas emission reduction goals and associated reports
was not approved based on the following votes:
VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||||
43,843,183 | 252,613,149 | 89,653,650 | 51,042,739 | ||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Marathon Petroleum Corporation | |||
Date: April 29, 2016 | By: | /s/ Molly R. Benson | |
Name: Molly R. Benson | |||
Title: Vice President, Corporate Secretary and Chief Compliance Officer | |||