Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This includes making the necessary changes in plain English.
The Marathon Petroleum Board of Directors put this important proposal topic on the 2023 MPC annual meeting ballot and failed by not a large margin to obtain the required 80% vote from all shares outstanding for the 3rd time since 2020 since less than 80% of MPC shares typically cast ballots. It is time that the MPC Board of Directors stop exercising its shareholders on this topic and get serious with adopting this important topic.
The 80% approval requirement was adopted decades ago, not because it had any merit, but because it was adopted at a time when good corporate governance was not considered important plus mutual funds and institutional investors then did not fully recognize their duty to vote on corporate governance issues in the best interest of shareholders.
In order to gauge whether the MPC Board is really serious about adopting this important proposal topic it would be of use to shareholders for the Board of Directors to prepare a detailed report, omitting proprietary data, on the Board of Directors' expenses to proxy solicitors and other vendors to obtain the challenging 80% approval requirement from all shares outstanding on this proposal topic when less than 80% of MPC shares typically cast ballots. This report need not be prepared if each next MPC Board of Directors proposal on this important topic receive the required 80% vote.