Marathon Petroleum (MPC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 30, 2025, with virtual participation available for shareholders.

• Shareholders are encouraged to review proxy materials and vote by April 29, 2025, or April 27, 2025, for plan-held shares.

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, all recommended by the board.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

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

• Approval of amendments to declassify the board and eliminate supermajority provisions in the certificate of incorporation.

• Shareholder proposal to support a simple majority vote, with board recommending against.

Board of directors and corporate governance

• Proposals include declassifying the board and eliminating supermajority voting requirements, signaling governance reforms.