Marathon Petroleum (MPC) Proxy Filing summary

Voting matters and shareholder proposals

• Election of four Class III directors is proposed, with board recommendation to vote for all nominees.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026 is recommended.

• Advisory approval of named executive officer compensation is up for vote.

• Amendments to the Restated Certificate of Incorporation to declassify the board and eliminate supermajority provisions are proposed.

Board of directors and corporate governance

• Board recommends declassifying itself, moving away from staggered terms.

• Proposal to eliminate supermajority voting requirements in the certificate of incorporation.

Executive compensation and say-on-pay

• Advisory vote on executive compensation is included, with board recommending approval.