Marathon Petroleum (MPC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 29, 2026, with shareholders voting on director elections, auditor ratification, executive compensation, and amendments to the Certificate of Incorporation to declassify the board and eliminate supermajority provisions.

• 2025 performance highlights include $4.0B net income, $12.0B adjusted EBITDA, $8.3B net cash from operations, and $4.5B capital returned to shareholders.

• Six refineries received ENERGY STAR® certification; recognized for safety, inclusivity, and operational excellence.

Voting matters and shareholder proposals

• Shareholders will vote on electing four Class III directors, ratifying PwC as independent auditor, approving executive compensation (say-on-pay), declassifying the board, and eliminating supermajority voting provisions.

• Board recommends voting FOR all proposals.

• Proposals to declassify the board and eliminate supermajority provisions require 80% approval.

Board of directors and corporate governance

• Board consists of 11 directors, 10 of whom are independent; average tenure is 6.8 years, with 55% total diversity.

• Board committees: Audit, Compensation and Organization Development, Corporate Governance and Nominating, Sustainability and Public Policy.

• Annual board, committee, and individual director evaluations; robust director orientation and ongoing education.

• Shareholder engagement program reached holders of 72% of outstanding shares in 2025.

• Proxy access allows shareholders meeting certain criteria to nominate directors.