FALSE000010177800001017782024-05-222024-05-22
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Date of Report (Date of Earliest Event Reported): | | May 22, 2024 |
Marathon Oil Corporation
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(Exact name of registrant as specified in its charter)
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| Delaware | 1-5153 | 25-0996816 |
_____________________________________________ (State or other jurisdiction | _______________________________ (Commission | __________________________________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 990 Town and Country Boulevard | Houston, | Texas | | | 77024 |
____________________________________________________________ (Address of principal executive offices) | | | ___________________________________________ (Zip Code) |
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| Registrant’s telephone number, including area code: | (713) | 629-6600 | |
Not Applicable
________________________________________________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, par value $1.00 | | MRO | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| | Emerging growth company | ☐ |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 5.07. Submission of Matters to a Vote of Security Holders.
Marathon Oil Corporation's Annual Meeting of Stockholders was held on May 22, 2024. In connection with the meeting, proxies were solicited pursuant to the Securities Exchange Act of 1934. Following are the voting results on the matters voted upon at the meeting, all of which are described more fully in our 2024 Proxy Statement.
1. Each of our director nominees was elected for a term expiring in 2025.
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| NOMINEE | VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES |
| Chadwick C. Deaton | 400,266,375 | 10,682,227 | 720,165 | 66,999,616 |
| Marcela E. Donadio | 391,937,128 | 19,031,880 | 699,759 | 68,999,616 |
| M. Elise Hyland | 399,882,197 | 11,073,391 | 713,179 | 68,999,616 |
| Holli C. Ladhani | 405,406,467 | 5,549,924 | 712,376 | 68,999,616 |
| Mark A. McCollum | 394,535,953 | 16,417,982 | 714,832 | 68,999,616 |
| Brent J. Smolik | 401,357,133 | 9,596,677 | 714,957 | 68,999,616 |
| Lee M. Tillman | 400,062,660 | 10,933,967 | 672,140 | 68,999,616 |
| Shawn D. Williams | 406,451,527 | 4,508,370 | 708,870 | 68,999,616 |
2. PricewaterhouseCoopers LLP was ratified as our independent registered public accounting firm for 2024.
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| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED |
| 460,815,347 | 19,035,340 | 817,696 |
3. The compensation of our named executive officers was approved, on an advisory basis.
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| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES |
| 384,384,109 | 26,113,807 | 1,170,851 | 68,999,616 |
4. The Amendment to our Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted under Delaware Law was approved.
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| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES |
| 355,169,981 | 55,387,002 | 1,111,784 | 68,999,616 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | Marathon Oil Corporation |
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| May 23, 2024 | | By: | | /s/ Zach B. Dailey |
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| | | | | Name: Zach B. Dailey |
| | | | | Title: Vice President, Controller and Chief Accounting Officer |