Marathon Petroleum Corp — Proxy Solicitation & Information Statement 2018

Mar 15, 2018

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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Marathon Petroleum Corporation

(Name of Registrant as Specified In Its Charter)

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* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on April 25, 2018.

	Meeting Information
	Meeting Type: Annual Meeting
MARATHON PETROLEUM CORPORATION	For holders as of: February 26, 2018
	Date: April 25, 2018	Time: 10:00 AM Eastern Time
	Location: Marathon Petroleum Corporation
	539 South Main
Street
●	Findlay, OH
45840-3229

MARATHON PETROLEUM CORP. 539 SOUTH MAIN STREET FINDLAY, OH 45840-3229	You are receiving this communication because you hold shares in the company named above.
●	This is not a ballot. You cannot use this notice to
vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see
reverse side).
	We encourage you to access and review all of the
important information contained in the proxy materials before voting.
	See the reverse side of this notice to obtain proxy materials and voting
instructions.

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Voting Items

Your Board of Directors recommends you vote FOR the following Class I Directors for a three-year term expiring in 2021: 1. Election of Class I Directors Nominees: 1a. Abdulaziz F. Alkhayyal 1b. Donna A. James 1c. James E. Rohr Your Board of Directors recommends you vote FOR Items 2 and 3: 2. Ratification of the selection of PricewaterhouseCoopers LLP as the company’s independent auditor for 2018. 3. Approval, on an advisory basis, of the company’s named executive officer compensation. Your Board of Directors recommends you vote EVERY YEAR “1 YEAR” for Item 4: 4. Recommendation, on an advisory basis, of the frequency of advisory votes on the company’s named executive officer compensation. Your Board of Directors recommends you vote FOR Items 5 and 6: 5. Approval of amendments to the company’s Restated Certificate of Incorporation to eliminate the supermajority voting requirement applicable to bylaw amendments. 6. Approval of amendments to the company’s Restated Certificate of Incorporation to eliminate the supermajority voting requirements applicable to certificate amendments and the removal of directors. Your Board of Directors recommends you vote AGAINST Item 7: 7. Shareholder proposal seeking alternative shareholder right to call a special meeting provision.