UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 25, 2012
Marathon Petroleum Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-35054 | 27-1284632 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
| 539 South Main Street Findlay, Ohio |
45840-3229 | |||
| (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)
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 25, 2012. The following are the voting results on proposals considered and voted upon at the meeting.
| 1. | ELECTION OF CLASS 1 DIRECTORS |
The shareholders elected David A. Daberko, Donna A. James, Charles R. Lee and Seth E. Schofield as Class I directors, to serve terms expiring in 2015, by the following votes:
| NOMINEE |
VOTES FOR | WITHHELD | BROKER NON-VOTES |
|||||||||
| David A. Daberko |
255,259,007 | 8,752,675 | 30,969,260 | |||||||||
| Donna A. James |
253,221,192 | 10,790,490 | 30,969,260 | |||||||||
| Charles R. Lee |
236,279,018 | 27,732,664 | 30,969,260 | |||||||||
| Seth E. Schofield |
236,195,191 | 27,816,491 | 30,969,260 | |||||||||
| 2. | RATIFICATION OF INDEPENDENT AUDITOR FOR 2012 |
The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent auditor for the year ending December 31, 2012 by the following votes:
| VOTES FOR |
VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||
| 293,728,112 |
797,147 | 455,683 | 0 | |||||||||
| 3. | APPROVAL OF 2012 INCENTIVE COMPENSATION PLAN |
The shareholders approved the Corporation’s 2012 Incentive Compensation Plan by the following votes:
| VOTES FOR |
VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||
| 239,976,783 |
22,952,177 | 1,082,722 | 30,969,260 | |||||||||
| 4. | 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 | |||||||||
| 244,879,509 |
17,466,629 | 1,665,544 | 30,969,260 | |||||||||
| 5. | ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION |
The shareholders approved, on an advisory basis, the holding of an advisory vote on the compensation of the Corporation’s named executive officers every one year by the following votes:
| VOTES FOR EVERY ONE YEAR |
VOTES FOR EVERY TWO YEARS |
VOTES FOR EVERY THREE YEARS |
ABSTENTIONS | BROKER NON-VOTES | ||||||||||||
| 229,189,063 |
5,053,480 | 28,440,672 | 1,328,467 | 30,969,260 | ||||||||||||
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
The following exhibits are filed with this report:
| Exhibit No. |
Exhibit Description | |
| 10(a) | The Marathon Petroleum Corporation 2012 Incentive Compensation Plan filed as Exhibit 4.3 to the Corporation’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on April 27, 2012, Registration No. 333-181007, and incorporated herein by reference. |
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 30, 2012 |
By: | /s/ J. Michael Wilder | ||||
| Name: J. Michael Wilder | ||||||
| Title: Vice President, General Counsel and Secretary | ||||||