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Section 1: DEFA14A (DEFA14A)

Document
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
Filed by the Registrant
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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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 24, 2019.

 MARATHON PETROLEUM CORPORATION
Meeting Information
Meeting Type:   Annual Meeting
 
For holders as of: February 25, 2019
 
Date: April 24, 2019        Time: 10:00 AM Eastern Time
397118270_bwlogo.jpg
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
 
 
 
 
 
 
 
Proxy Materials Available to VIEW or RECEIVE:
 
 
 
NOTICE AND PROXY STATEMENT        ANNUAL REPORT
 
 
 
 
 
How to View Online:
 
 
 
 
Have the information that is printed in the box marked by the arrow
à
XXXX XXXX XXXX XXXX
(located on the
following page) and visit: www.proxyvote.com.
 
 
 
 
 
 
 
How to Request and Receive a PAPER or E-MAIL Copy:
 
 
 
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for receiving a copy. Please choose one of the following methods to make your request:
 
1)
BY INTERNET:         www.proxyvote.com
 
 
 
 
2)
BY TELEPHONE: 1-800-579-1639
 
 
 
 
3)
BY E-MAIL*:          sendmaterial@proxyvote.com
 
 
 
 
 
 
 
 
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked
by the arrow
à
XXXX XXXX XXXX XXXX
(located on the following page) in the subject line.
 
 
 
 
 
 
 
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 10, 2019 to facilitate timely delivery.
 
 
 
 
 
 
 
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 shares held in registered form.
 
 
 
 
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 the following Class II Directors for a three-year term expiring in 2022:
 
Your Board of Directors recommends you vote AGAINST Items 4 and 5:
 
 
 
1.
Election of Class II Directors
 
4.    Shareholder proposal seeking a shareholder right to action by written consent.
Nominees:
1a. Evan Bayh
1b. Charles E. Bunch
1c. Edward G. Galante
1d. Kim K.W. Rucker
 
 
 
5.    Shareholder proposal seeking an independent chairman policy.
 
 
 
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 2019.
 
 
 
 
 
3.    Approval, on an advisory basis, of the company’s named executive officer compensation.
 
 



































 
 



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