MARATHON PETROLEUM CORPORATION | Govern by Majority Vote at MARATHON PETROLEUM CORPORATION

Status
Omitted
AGM date
Previous AGM date
Resolution details
Company ticker
MPC
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Energy
Company HQ country
United States
Resolved clause
Shareholders request that the Board of Directors take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state 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. This means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This proposal includes that Marathon Petroleum shall state in its governing documents that it shall not have any super majority voting standards, which includes default super majority voting standards, upon adoption of this proposal. This unified and comprehensive proposal includes adjourning the MPC annual meeting, if MPC fails to obtain the required 80% vote on the day of the annual meeting, for up to 2 weeks to seek more votes with the objective of reaching the 80% shareholder approval requirement for this proposal. In 2025 MPC demonstrated that without adjourning the MPC annual meeting MPC is unable to obtain the 80% approval vote from all shares outstanding that is required. This proposal does not preclude MPC from using other methods to increase shareholder voting until the 80% shareholder approval is obtained. This unified and comprehensive proposal is similar to a unified and comprehensive proposal that was submitted to Netflix and received 83% shareholder support. If MPC had followed this proposal at its 2025 annual meeting MPC would at least be closer to be governed by a majority vote standard. MPC failed to disclose in the 2025 proxy any effort that MPC made to obtain the extra votes needed other than so called assessments with secret outcomes. MPC does not reject shareholder votes approving MPC executive pay so why does MPC in effect reject shareholder votes for this proposal topic with its lockstep failed efforts year after year to obtain the necessary approval vote. MPC deserves to be condemned for not putting forth an extra effort to obtain the needed 80% approval from all shares outstanding in 2025. In a whole year MPC typically only puts forth 3 items for shareholder vote. Thus when shareholders give overwhelming approval for just one item in a year MPC should take this shareholder approval vote seriously and make an extra effort to turn shareholder proposal approval vote into proposal adoption. MPC may repeat the 2 lies that it published in the 2025 MPC proxy. MPC falsely said it was committed to take the necessary steps to obtain shareholder approval when year after year it takes the same predictable steps that result in failure. MPC falsely said that this proposal was not necessary. This proposal is necessary because without it MPC would take absolutely no action to put this important proposal topic to a shareholder vote adoption.

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.