Marathon Petroleum Corp 8-K

What Happened

• Marathon Petroleum Corporation (MPC) filed an 8-K reporting the results of its 2026 Annual Meeting held April 29, 2026. As of the March 3, 2026 record date, 294,496,878 shares were outstanding and entitled to vote.
• Shareholders elected four Class III directors — Maryann T. Mannen, Eileen P. Paterson, J. Michael Stice and John P. Surma — for terms expiring in 2029. PricewaterhouseCoopers LLP was ratified as the company’s independent auditor for 2026. Two proposed charter amendments (to declassify the board and to eliminate supermajority voting provisions) did not receive the required 80% approval.

Key Details

• Record date shares outstanding: 294,496,878 (as of March 3, 2026).
• Director election vote totals:
  • Maryann T. Mannen: 197,152,767 for; 10,707,225 against; 428,463 abstentions; 49,284,260 broker non‑votes.
  • Eileen P. Paterson: 201,856,054 for; 6,026,072 against; 406,329 abstentions; 49,284,260 broker non‑votes.
  • J. Michael Stice: 196,334,471 for; 11,502,146 against; 451,838 abstentions; 49,284,260 broker non‑votes.
  • John P. Surma: 196,234,705 for; 11,608,202 against; 445,548 abstentions; 49,284,260 broker non‑votes.
• Auditor ratification (PwC) — approved: 254,381,495 for; 2,629,306 against; 561,914 abstentions; no broker non‑votes.
• Charter amendment votes failed to meet 80% threshold:
  • Declassify board: 206,109,628 for; 1,378,208 against; 800,619 abstentions; 49,284,260 broker non‑votes.
  • Eliminate supermajority provisions: 205,793,162 for; 1,746,858 against; 748,435 abstentions; 49,284,260 broker non‑votes.

Why It Matters

• Board continuity: The election of the four Class III directors maintains current board composition through the 2029 annual meeting, which affects oversight and strategic continuity.
• Governance changes blocked: Because both charter amendments failed to reach the 80% required vote, the company will retain its classified board structure and existing supermajority provisions, preserving current shareholder voting thresholds and director class structure.
• Auditor ratified: Ratification of PwC as independent auditor means the company will continue with the same external auditor for 2026, relevant to investors assessing audit continuity and financial reporting.