Marathon Petroleum Corporation (NYSE:MPC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As described in Item 5.03 below, at the 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”) of Marathon Petroleum Corporation (the “Corporation”) held on April 25, 2018, the Corporation’s stockholders approved an amendment to the Corporation’s Restated Certificate of Incorporation (the "Restated Certificate of Incorporation") to eliminate the supermajority voting requirement applicable to bylaw amendments. Accordingly, on May 1, 2018, the Corporation filed with the Secretary of State of the State of Delaware a certificate of amendment to the Restated Certificate of Incorporation reflecting the amendment provided in Appendix I to the Corporation’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 15, 2018. The Corporation also amended and restated its Amended and Restated Bylaws (the “Bylaws”) to conform with the amendment to the Restated Certificate of Incorporation.

The description of the newly amended and restated Bylaws is qualified in its entirety by the text of the Amended and Restated Bylaws, which is filed as Exhibits 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The Corporation's 2018 Annual Meeting was held on April 25, 2018. The following are the voting results on proposals considered and voted upon at the 2018 Annual Meeting.

The shareholders elected Abdulaziz F. Alkhayyal, Donna A. James and James E. Rohr as Class I directors, to serve terms expiring on the date of the 2021 Annual Meeting, by the following votes:

The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent auditor for the year ending December31, 2018 by the following votes:

The shareholders approved, on an advisory basis, the compensation of the Corporation’s named executive officers by the following votes:

The shareholders approved, on an advisory basis, the holding of an advisory vote on the compensation of the Corporation’s named executive officers every one year by the following votes:

In accordance with the shareholder voting results, the Corporation’s Board of Directors determined on April 25, 2018, that the Corporation will hold an annual advisory vote on named executive officer compensation until the next advisory vote on the frequency of advisory votes on named executive officer compensation.

The shareholders approved the proposal to amend the Corporation’s Restated Certificate of Incorporation to eliminate the supermajority voting requirement applicable to bylaw amendments by the following votes:

The proposal to approve an amendment to the Corporation’s Restated Certificate of Incorporation to eliminate the supermajority voting requirements applicable to certificate amendments and the removal of directors did not receive the required affirmative vote of 80% of the Corporation’s outstanding shares.

The shareholder proposal seeking adoption of an alternative shareholder right to call a special meeting provision was not approved based on the following votes:

(d) Exhibits.

Marathon Petroleum Corp ExhibitEX-3.1 2 exhibit32amendedandrestate.htm EXHIBIT 3.1 Exhibit Exhibit 3.1AMENDED AND RESTATEDBYLAWSOFMARATHON PETROLEUM CORPORATIONAMENDED AND RESTATEDBYLAWS OFMARATHON PETROLEUM CORPORATIONTABLE OF CONTENTS  Page No. ARTICLE I STOCKHOLDERS1 Section 1.1Annual Meetings1 Section 1.2Special Meetings1 Section 1.3Notice of Meetings3 Section 1.4Fixing Date for Determination of Stockholders of Record4 Section 1.5List of Stockholders Entitled to Vote4 Section 1.6Adjournments4 Section 1.7Quorum5 Section 1.8Organization5 Section 1.9Voting by Stockholders6 Section 1.10Business to be Conducted at Meetings7 Section 1.11Proxies10 Section 1.12Conduct of Meetings10    ARTICLE II BOARD OF DIRECTORS10 Section 2.1Powers,…To view the full exhibit click here
About Marathon Petroleum Corporation (NYSE:MPC)
Marathon Petroleum Corporation is engaged in petroleum product refining, marketing, retail and transportation businesses in the United States and the east of the Mississippi. The Company’s segments include Refining & Marketing, Speedway, and Midstream. Its Refining & Marketing segment refines crude oil and other feedstocks at its approximately seven refineries in the Gulf Coast and Midwest regions of the United States, purchases ethanol and refined products for resale and distributes refined products. It sells refined products to wholesale marketing customers domestically and internationally, buyers on the spot market, its Speedway business segment and to independent entrepreneurs operating Marathon retail outlets. The Speedway segment sells transportation fuels and convenience products in the retail market in the Midwest, East Coast and Southeast. The Midstream segment gathers, processes and transports natural gas, and transports and stores crude oil and refined products.