Marathon Petroleum Corporation (NYSE:MPC) Files An 8-K Submission of Matters to a Vote of Security Holders

On September 24, 2018, Marathon Petroleum Corporation, a Delaware corporation (“MPC”), held its special meeting of stockholders (the “MPC Special Meeting”) to vote on the MPC proposals identified in the definitive joint proxy statement/prospectus dated August 3, 2018 (the “Definitive Proxy Statement”).

As of August 1, 2018, the record date for the MPC Special Meeting, there were 451,007,474 shares of MPC common stock outstanding, all of which were entitled to vote at the MPC Special Meeting. A quorum of 338,314,673 shares were represented in person or by proxy at the MPC Special Meeting. The number of votes cast for and against, as well as abstentions, with respect to each proposal is set out below:

1. Proposal to approve the issuance of shares of MPC common stock in connection with the merger as contemplated by the Agreement and Plan of Merger, dated as of April 29, 2018, as amended among MPC, Andeavor, Mahi Inc. and Mahi LLC.

The table below details the voting results for this proposal.

2. Proposal to adopt an amendment to the restated certificate of incorporation of MPC (as amended, the “Current Charter”) to increase the number of authorized shares of MPC common stock from one billion to two billion.

The table below details the voting results for this proposal.

3. Proposal to adopt an amendment to the Current Charter to increase the maximum number of directors permitted to serve on the MPC board of directors from 12 to 14.

The table below details the voting results for this proposal.

4. Proposal to adjourn the MPC Special Meeting, if reasonably necessary, to provide stockholders with any required supplement or amendment to the accompanying joint proxy statement/prospectus or to solicit additional proxies in the event there are not sufficient votes at the time of the MPC Special Meeting to approve the issuance of shares of MPC common stock in connection with the merger.

The table below details the voting results for this proposal.

Concurrently with the MPC Special Meeting, Andeavor held a special meeting of its stockholders (the “Andeavor Special Meeting”) to vote on the Andeavor proposals identified in the Definitive Proxy Statement. On September 24, 2018, MPC issued a press release announcing the results of the MPC stockholder votes at the MPC Special Meeting and the Andeavor stockholder votes at the Andeavor Special Meeting. A copy of the press release issued is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.07.

(d) Exhibits.

Marathon Petroleum Corp ExhibitEX-99.1 2 ex991shareholdermeeting.htm EXHIBIT 99.1 Exhibit Shareholders of Marathon Petroleum Corp. and Andeavor approve strategic combinationFINDLAY,…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.