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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM 8-K
_____________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 26, 2023
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Marathon Petroleum Corporation
(Exact name of registrant as specified in its charter)
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Delaware 001-35054 27-1284632
(State or other jurisdiction
of incorporation)		 (Commission File Number) (IRS Employer
Identification No.)

539 South Main Street, Findlay, Ohio 45840
(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (419) 422-2121
_____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
symbol(s)		Name of each exchange on which registered
Common Stock, par value $.01MPCNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐




Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 26, 2023, at the annual meeting of shareholders (the “2023 Annual Meeting”) of Marathon Petroleum Corporation (the "Company"), the Company's shareholders approved an amendment to the Company's Restated Certificate of Incorporation to increase the maximum size of the Board of Directors, from 12 to 15 directors. Following shareholder approval, the Company's Board of Directors approved the form of Certificate of Amendment to the Company's Restated Certificate of Incorporation, and a form of Restated Certificate of Incorporation, which restates and integrates into a single document, but does not further amend, the Company's certificate of incorporation, as amended and restated to date. On April 26, 2023, the Company filed the Certificate of Amendment and the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The foregoing summary of the Certificate of Amendment and the Restated Certificate of Incorporation is qualified in its entirety by reference to the full text of the Certificate of Amendment and the Restated Certificate of Incorporation, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders.
The Company's 2023 Annual Meeting was held on April 26, 2023. Following are the voting results for the proposals considered and voted upon at the 2023 Annual Meeting.
1.ELECTION OF CLASS III DIRECTORS
The shareholders elected each of J. Michael Stice, John P. Surma, Susan Tomasky and Toni Townes-Whitley as Class III directors, each to serve terms expiring on the date of the Company’s 2026 annual meeting of shareholders and until each such director's successor is duly elected and qualified or until each such director's earlier death, resignation or removal, by the following votes:
NOMINEEVOTES FORVOTES AGAINSTABSTENTIONS
BROKER NON-VOTES
J. Michael Stice281,751,932     8,725,354 28,687,976     58,911,163 
John P. Surma277,566,791 8,345,298 33,253,173 58,911,163 
Susan Tomasky292,552,851     4,050,953 22,561,458     58,911,163 
Toni Townes-Whitley299,459,390 1,740,538 17,965,334 58,911,163 
2.RATIFICATION OF INDEPENDENT AUDITOR FOR 2023
The shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for the year ending December 31, 2023, by the following votes:
VOTES FORVOTES AGAINSTABSTENTIONS 
370,597,572 6,071,551 1,407,302   
3.APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION
The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the following votes:
VOTES FORVOTES AGAINSTABSTENTIONS
BROKER NON-VOTES
292,693,062 24,656,953 1,815,247 58,911,163 
4.APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS
The proposal to approve an amendment to the Company’s Restated Certificate of Incorporation to declassify the Board of Directors did not receive the required affirmative vote of at least 80% of the Company’s outstanding shares entitled to vote:
VOTES FORVOTES AGAINSTABSTENTIONS
BROKER NON-VOTES
315,595,358 2,339,930 1,229,974 58,911,163 


5.APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY PROVISIONS
The proposal to approve an amendment to the Company’s Restated Certificate of Incorporation to eliminate supermajority provisions did not receive the required affirmative vote of at least 80% of the Company’s outstanding shares entitled to vote:
VOTES FORVOTES AGAINSTABSTENTIONS
BROKER NON-VOTES
314,650,951 3,376,933 1,137,378 58,911,163 
6.APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE MAXIMUM SIZE OF THE BOARD OF DIRECTORS
The proposal to approve an amendment to the Company’s Restated Certificate of Incorporation increase the maximum size of the Board of Directors received the required affirmative vote of at least 80% of the Company’s outstanding shares entitled to vote:
VOTES FORVOTES AGAINSTABSTENTIONS 
364,063,263 11,599,489 2,413,673   
7.SHAREHOLDER PROPOSAL SEEKING A SIMPLE MAJORITY VOTE
The shareholder proposal seeking a simple majority vote was approved based on the following votes:
VOTES FORVOTES AGAINSTABSTENTIONS
BROKER NON-VOTES
164,215,895 153,061,472 1,887,895 58,911,163 
8.SHAREHOLDER PROPOSAL SEEKING AN AMENDMENT TO THE COMPANY'S EXISTING CLAWBACK PROVISIONS
The shareholder proposal seeking an amendment to the Company's existing clawback provisions was not approved based on the following votes:
VOTES FORVOTES AGAINSTABSTENTIONS
BROKER NON-VOTES
143,416,366 174,043,526 1,705,370 58,911,163 
9.SHAREHOLDER PROPOSAL SEEKING A REPORT ON JUST TRANSITION
The shareholder proposal seeking a report on just transition was not approved based on the following votes:
VOTES FORVOTES AGAINSTABSTENTIONS
BROKER NON-VOTES
51,171,872 260,033,578 7,959,812 58,911,163 
10.SHAREHOLDER PROPOSAL SEEKING AN AUDITED REPORT ON ASSET RETIREMENT OBLIGATIONS
The shareholder proposal seeking a an audited report on asset retirement obligations was not approved based on the following votes:
VOTES FORVOTES AGAINSTABSTENTIONS
BROKER NON-VOTES
72,056,856 244,631,479 2,476,927 58,911,163 


Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
 Description
 Certificate of Amendment, dated April 26, 2023, to the Restated Certificate of Incorporation of Marathon Petroleum Corporation
Restated Certificate of Incorporation of Marathon Petroleum Corporation, dated April 26, 2023
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

 



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Marathon Petroleum Corporation
Date: April 27, 2023By:/s/ Molly R. Benson
Name: Molly R. Benson
Title: Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary