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, with 311,531,359 shares entitled to vote.

• Key proposals include director elections, auditor ratification, executive compensation advisory vote, amendments to declassify the board and eliminate supermajority provisions, and a shareholder proposal on simple majority voting.

• 2024 performance highlights: $3.4B net income, $11.3B adjusted EBITDA, $10.2B capital return to shareholders, and peer-leading total shareholder return.

• Leadership transition in 2024: Maryann T. Mannen promoted to President and CEO, Michael J. Hennigan became Executive Chairman, and John P. Surma became independent Lead Director.

Voting matters and shareholder proposals

• Election of four Class II director nominees: Evan Bayh, Jeffrey C. Campbell, Kimberly N. Ellison-Taylor, and Kim K.W. Rucker.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Advisory approval of named executive officer compensation (say-on-pay).

• Amendments to declassify the board by 2028 and eliminate supermajority voting provisions, both requiring 80% approval.

• Shareholder proposal to support simple majority vote; board recommends against, citing ongoing efforts to eliminate supermajority provisions.

Board of directors and corporate governance

• Board consists of 12 directors post-meeting, with 10 independent members and 50% demographic diversity.

• Board committees: Audit, Compensation and Organization Development, Corporate Governance and Nominating, and 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 with 3% ownership for three years.

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