Marathon Petroleum said shareholders approved an officer exculpation amendment to its certificate of incorporation at the annual meeting held on April 24, 2024. The amendment limits personal liability of certain officers for monetary damages tied to breaches of the duty of care, but not the duty of loyalty.

1. 01

   Marathon Petroleum said shareholders approved an officer exculpation amendment to its certificate of incorporation at the annual meeting held on April 24, 2024. The amendment limits personal liability of certain officers for monetary damages tied to breaches of the duty of care, but not the duty of loyalty.

2. 02

   The company said the proposal to declassify the Board of Directors received 246,402,073 votes for but did not meet the required affirmative vote of at least 80% of outstanding shares. The proposal to eliminate supermajority provisions also received 245,557,789 votes for and did not meet the same requirement.

3. 03

   The company said shareholders elected Abdulaziz F. Alkhayyal, Jonathan Z. Cohen, Michael J. Hennigan and Frank M. Semple as Class I directors. They will serve terms expiring at the 2027 annual meeting of shareholders.

4. 04

   The company said its board decided on April 24, 2024 to hold say-on-pay votes every year. The next advisory vote on the frequency of say-on-pay votes is expected to take place at the 2030 annual meeting.

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Original filing

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