DEFA14A 1 a14-2597_2defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

 

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 (Amendment No.     )

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

Soliciting Material under §240.14a-12

 

Marathon Oil Corporation

(Name of Registrant as Specified In Its Charter)

 

 

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

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

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(2)

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(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

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(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

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.

 

(1)

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(4)

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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on April 30, 2014. Meeting Information MARATHON OIL CORPORATION Meeting Type: 2014 Annual Meeting of Stockholders For holders as of: March 3, 2014 Date: April 30, 2014 Time: 10:00 a.m. Central Time Location: CONFERENCE CENTER AUDITORIUM MARATHON OIL TOWER 5555 SAN FELIPE STREET HOUSTON, TX 77056 You are receiving this communication because you hold shares in the company named above. 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. C/O SHAREHOLDER SERVICES P.O. BOX 4813 HOUSTON, TX 77210-4813 M66858-P47890 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: • 2014 Notice of Annual Meeting of Stockholders and Proxy Statement • Letter to Stockholders and 2013 Annual Report on Form 10-K How to View Online: Have the information that is printed in the box marked by the arrow (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 requesting 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 (located on the following page) in the subject line. . XXXX XXXX XXXX . XXXX XXXX XXXX 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 16, 2014 to facilitate timely delivery. M66859-P47890 How To Vote Please Choose One of the Following Voting Methods Vote In Person: If you are a holder of record of Marathon Oil common stock, you may vote in person at the meeting. We will provide you a ballot at the meeting. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the available and follow the instructions. If you are a registered holder, use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. EDT the day before the meeting. If you hold these shares in the Marathon Oil Company Thrift Plan, use the Internet to transmit your voting instructions and for electronic delivery of information by 11:59 p.m. EDT on April 27, 2014. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. . XXXX XXXX XXXX

 

Voting Items Your Board of Directors recommends you vote “FOR” Items 1a. through 1i. Your Board of Directors recommends you vote “FOR” Item 2 1. Election of directors for a one-year term expiring in 2015 NOMINEES: 2. Ratification of the selection of PricewaterhouseCoopers LLP as our independent auditor for 2014. 1a. Gregory H. Boyce Your Board of Directors recommends you vote “FOR” Item 3 1b. Pierre Brondeau 3. Board proposal for a non-binding advisory vote to approve our named executive officer compensation. 1c. Linda Z. Cook Your Board of Directors recommends you vote “AGAINST” Item 4 1d. Chadwick C. Deaton 4. Stockholder proposal seeking a report regarding the Company's lobbying activities, policies and procedures. 1e. Shirley Ann Jackson Your Board of Directors recommends you vote “AGAINST” Item 5 1f. Philip Lader 5. Stockholder proposal seeking a report regarding the Company's methane emissions. 1g. Michael E.J. Phelps M66860-P47890 1h. Dennis H. Reilley 1i. Lee M. Tillman

 

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