Marathon Petroleum (MPC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 30, 2025, to be held virtually; record date is March 3, 2025.

• 2024 performance highlights include $3.4B net income, $11.3B adjusted EBITDA, and $10.2B capital return to shareholders.

• Leadership transition in 2024: Maryann T. Mannen promoted to President and CEO, Michael J. Hennigan to Executive Chairman.

• Board recommends voting for all management proposals except the shareholder proposal.

Voting matters and shareholder proposals

• Proposals include election of four Class II directors, ratification of auditor, advisory vote on executive compensation, amendments to declassify the board and eliminate supermajority provisions, and a shareholder proposal for simple majority voting.

• Board recommends FOR all management proposals and AGAINST the shareholder proposal.

• Amendments to the Certificate of Incorporation require 80% approval of outstanding shares.

Board of directors and corporate governance

• Board consists of 12 directors, 10 of whom are independent; average tenure is 5.7 years, with 50% demographic 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.

• Majority voting standard for uncontested director elections; proxy access for shareholders.

• Recent governance enhancements include annual proposals to declassify the board and eliminate supermajority provisions.