Marathon Petroleum Corp — Governance Information 2012

Jun 5, 2012

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) May 30, 2012

Marathon Petroleum Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-35054	27-1284632
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

539 South Main Street Findlay, Ohio	45840-3229
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:

(419) 422-2121

(Former name or former address, if changed since last report)

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))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective May 30, 2012, the Board of Directors of Marathon Petroleum Corporation (the “Company”) approved amendments to the Company’s Amended and Restated Bylaws to delete certain provisions governing the date by which a shareholder was required to submit a shareholder proposal and the date by which a shareholder was required to submit a director nomination, to be considered timely for purposes of the Company’s first annual meeting of shareholders as a public company, which was held on April 25, 2012. The foregoing is a summary of the amendments to the Amended and Restated Bylaws of Marathon Petroleum Corporation incorporated into Sections 1.10(a) and 2.10(b), which are attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
3.1	Amendments to Sections 1.10(a) and 2.10(b) of the Amended and Restated Bylaws of Marathon Petroleum Corporation.

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.

/s/ J. Michael Wilder
Name: J. Michael Wilder
Title: Vice President, General Counsel and Secretary

Exhibit Index

3.1 Amendments to Sections 1.10(a) and 2.10(b) of the Amended and Restated Bylaws of Marathon Petroleum Corporation.