0001510295true00015102952024-05-112024-05-11
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 11, 2024
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Marathon Petroleum Corporation
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-35054 | | 27-1284632 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
539 South Main Street, Findlay, Ohio 45840
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (419) 422-2121
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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:
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| ☐ | 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)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | Trading
symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $.01 | MPC | 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). |
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. |
☐
This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K filed on May 13, 2024 (the “Original Filing”) by Marathon Petroleum Corporation (the “Company”). The Original Filing reported the appointment of Maryann T. Mannen as Chief Executive Officer of the Company, effective August 1, 2024. Ms. Mannen succeeds Michael J. Hennigan, who ceased to serve as Chief Executive Officer effective August 1, 2024. Also effective August 1, 2024, Mr. Hennigan has been elected Executive Chairman of the board of directors of the Company. At the time of the Original Filing, compensation adjustments in connection with Ms. Mannen’s and Mr. Hennigan’s new roles had not been determined. The Company hereby amends the Original Filing to include information related to compensation adjustments in Item 5.02 below. Other than providing the additional information in Item 5.02 below, no other disclosure in the Original Filing is amended by this Form 8-K/A.
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 31, 2024, the board of directors of the Company approved the compensation changes below in connection with the appointment of Ms. Mannen and the transition of Mr. Hennigan.
Effective August 1, 2024, Ms. Mannen's annualized base salary was increased to $1,400,000, and her target bonus opportunity under the Company’s annual cash bonus (“ACB”) program was increased to 165% of her base salary. As additional incentive compensation for serving in her new role for the remainder of 2024, Ms. Mannen has also received a one-time long-term incentive (“LTI”) award of $2,917,000 in connection with her appointment as the Chief Executive Officer of the Company, which, when taken together with her prior 2024 LTI award of $5,000,000, reflects an annualized LTI target award value of $12,000,000.
Effective August 1, 2024, Mr. Hennigan’s annualized base salary has been reduced to $1,050,000. No changes have been made to Mr. Hennigan’s target bonus opportunity percentage under the Company’s ACB program or his target award value under the Company’s LTI award program for 2024. Mr. Hennigan’s target award value under the Company’s LTI award program is expected to be reduced to $8,880,000 for 2025.
Descriptions of the ACB and LTI award programs are included in the Company’s Definitive Proxy Statement for the 2024 Annual Meeting of Shareholders, filed on Schedule 14A with the Securities and Exchange Commission on March 14, 2024 (the “2024 Proxy Statement”). Ms. Mannen and Mr. Hennigan will also continue to be eligible to participate in the Company’s other benefit plans and programs such as health and life insurance, income protection in a circumstance of long-term and short-term disability and retirement and severance benefits plans, descriptions of which are included in the 2024 Proxy Statement.
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 Petroleum Corporation |
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| Date: August 6, 2024 | By: | | /s/ Molly R. Benson |
| | | Name: Molly R. Benson |
| | | Title: Chief Legal Officer and Corporate Secretary |