Marathon Petroleum Corp — Proxy Solicitation & Information Statement 2020

Mar 16, 2020

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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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¨ Preliminary Proxy Statement

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¨ Definitive Proxy Statement

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Marathon Petroleum Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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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 29, 2020.

MARATHON PETROLEUM CORPORATION	Meeting Information
	Meeting Type: Annual Meeting
	For holders as of: March 2, 2020
	Date: April 29, 2020 Time: 10:00 AM Eastern Time
●	Location: Marathon Petroleum Corporation 539 South Main Street Findlay, OH 45840-3229
	You are receiving this communication because you hold shares in the company named above.
MARATHON PETROLEUM CORP. 539 SOUTH MAIN STREET FINDLAY, OH 45840-3229
	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.

— Before You Vote —

How to Access the Proxy Materials

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NOTICE AND PROXY STATEMENT ANNUAL REPORT
How to View Online:
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following page) available and visit: www.proxyvote.com .
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— How To Vote —

Please Choose One of the Following Voting Methods

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com . Have the information that is printed in the box
marked by the arrow	à	XXXX XXXX XXXX XXXX	(located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Items — Your Board of Directors recommends you vote FOR Item 1:		Your Board of Directors recommends you vote FOR Items 3, 4 and 5:
1.	Approval of an amendment to the company's Restated Certificate of Incorporation to phase out the classified Board of Directors.	3.	Ratification of the selection of PricewaterhouseCoopers LLP as the company’s independent auditor for 2020.
Your Board of Directors recommends you vote FOR the following Director Nominees for Class III for a one-year term expiring in 2021 (if Item 1 is approved), or a three-year term expiring in 2023 (if Item 1 is not approved):		4.	Approval, on an advisory basis, of the company’s named executive officer compensation.
		5.	Shareholder proposal seeking simple majority vote provisions.
2.	Election of Class III director nominees.
		Your Board of Directors recommends you vote AGAINST Item 6:
	Nominees: 2a. Steven A. Davis 2b. J. Michael Stice 2c. John P. Surma 2d. Susan Tomasky
		6.	Shareholder proposal seeking a report on integrating community impacts into the company's executive compensation program.