¨	Preliminary Proxy Statement

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

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to §240.14a-12

x	No fee required.

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

(1)	Title of each class of securities to which the transaction applies:

(2)	Aggregate number of securities to which the transaction applies:

(3)	Per unit price or other underlying value of the 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)	Proposed maximum aggregate value of the transaction:

(5)	Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	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)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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•	Senior leadership experience, as directors with experience in significant leadership positions possess strong abilities to motivate and manage others and to identify and develop leadership qualities in others.

•	Financial expertise, particularly knowledge of finance and financial reporting processes, which is relevant to understanding and evaluating our capital structure and overseeing the preparation of our financial statements and internal control over financial reporting.

•	Industry expertise, particularly in the areas of oil refining, logistics operations and retail sales, which is integral to understanding our business and strategy.

•	Strategic planning experience, which is relevant to the Board’s review of our strategies and monitoring their implementation and results.

•	Risk management experience, which is critical to the Board’s oversight of our risk assessment and risk management programs.

•	Operations experience, as it gives directors a practical understanding of developing, implementing and addressing our business strategy and development plan.

•	Legal experience, which guides oversight of our legal and compliance matters.

•	Government/regulatory experience, as we operate in a heavily regulated industry that is directly affected by governmental requirements.

•	Public company board service, as directors who have served on other public company boards have experience overseeing and providing insight and guidance to management.

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•	Presiding over all meetings of the Board in the Chairman/CEO’s absence, including executive sessions;

•	Serving as a liaison between the Chairman/CEO and the independent directors;

•	Consulting with the Chairman/CEO on and approving meeting agendas, schedules and information sent to the Board;

•	Having the authority to call meetings of the independent directors;

•	Providing leadership to the Board in any situation where the Chairman and CEO roles may be perceived to be in conflict; and

•	Directly communicating with significant shareholders, as appropriate.

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•	Identifies key roles (based on business impact and retention risk).

•	Assesses likely and possible successors for these roles, including their ability to reinforce our performance culture and promote our values including: Health and Safety, Environmental Stewardship, Integrity, Corporate Citizenship and Inclusive Culture.

•	Evaluates the readiness of succession candidates, including training and development needs.

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•	A statement of philosophy and purpose that includes several embedded links, including to public sources of information;

•	Federal lobbying reports that we file quarterly with the Office of the Clerk of the U.S. House of Representatives;

•	The states for which we have registered as a lobbyist employer or principal;

•	Itemized lists of corporate political contributions in an interactive map format;

•	Itemized lists of employee political action committee (PAC) contributions in an interactive map format; and

•	A list of trade associations to which MPC or its subsidiaries paid annual dues in excess of $50,000 for 2018.

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(a)	For Messrs. Daberko, Semple, Stice and Surma, amounts include cash retainers earned for MPLX GP Board service during 2018. Mr. Semple’s amount also includes cash retainers earned for service on the Board of TLGP, to which he was elected effective October 1, 2018.

(b)

Amounts reflect the aggregate grant date fair value of MPC RSUs, MPLX phantom units and ANDX phantom units, calculated in accordance with financial accounting standards. For service on the Board, non-employee directors generally received quarterly grants of MPC RSUs with a grant date fair value of $33,750 and quarterly grants of MPLX phantom units with a grant date fair value of $3,750. Non-employee directors who also served on the MPLX GP board generally received additional quarterly grants of MPLX phantom units with a grant date fair value of $21,875. Mr. Daberko’s quarterly grants were prorated for the second quarter due to his retirement, resulting in the following grant date fair values for those awards: MPC, $9,272; MPLX, $1,030; MPLX (for MPLX GP board service), $6,010. Mr. Stice joined the MPLX GP board during the second quarter and received a prorated award of MPLX phantom units with a grant date fair value of $16,106. Mr. Semple joined the TLGP board effective October 1, 2018, and received an award of ANDX phantom units for the fourth quarter with a grant date fair value of $22,709. All MPC RSUs and MPLX phantom units are deferred until departure from the Board or Board advisor/observer status, and dividend and distribution equivalents, as applicable, in the form of additional MPC RSUs and additional MPLX phantom units are credited to each director’s deferred account as and when dividends or distributions are paid. ANDX phantom units vest on the first anniversary of the grant date. The following table reflects the aggregate number of MPC RSUs, MPLX phantom units and ANDX phantom units outstanding for each non-employee director as of December 31, 2018.

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(c)	Reflects contributions made to educational institutions under our matching gifts program.

(d)

Mr. Daberko retired from the Board effective April 25, 2018. Following his retirement, in July 2018, Mr. Daberko received a distribution of MPC common stock from his deferred equity account valued at $10,494,192, cash in lieu of a fractional share of MPC common stock in the amount of $34, MPLX common units from his deferred equity account valued at $478,425, cash in lieu of a fractional MPLX common unit in the amount of $8 and $85,190 in cash deferred during his service on the Board of Directors of Marathon Oil Corporation prior to MPC’s separation in 2011.

(e)	Mr. Galante and Mmes. Rucker and Tomasky joined the Board on October 1, 2018.

(f)

Ms. James resigned as a director effective October 1, 2018. Beginning October 1, 2018, Ms. James serves in the role of Board advisor, for which she receives cash compensation. Amounts shown for Ms. James reflect (i) the compensation she received for her service as a director from January 1, 2018 through September 30, 2018 and (ii) the compensation she received for her service as a Board advisor from October 1, 2018 through December 31, 2018.

(g)	Mr. Semple resigned from the Board effective October 1, 2018. He continues to serve as a director of MPLX GP and TLGP and is invited to attend MPC Board meetings in his capacity as a Board observer.

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(a)

Audit fees for the years ended December 31, 2018 and 2017 were for professional services rendered for the audit of consolidated financial statements and internal controls over financial reporting; the performance of subsidiary, statutory and regulatory audits; the issuance of comfort letters; the provision of consents; and the review of documents filed with the SEC. Audit fees for the year ended December 31, 2017 also included audit procedures related to the newly enacted tax legislation.

(b)

Audit-Related fees for the year ended December 31, 2018 were for professional services rendered for an assessment of our information system implementation in 2018 and events not associated with the current year audit. Audit-Related fees for the year ended December 31, 2017 were for professional services rendered in 2017 for potential transactions and events not associated with the current year audit.

(c)

Tax fees for the year ended December 31, 2018 were for professional services rendered for the preparation of IRS Schedule K-1 tax forms for ANDX unitholders, for income tax compliance and consultation services, and to assist management in estimating MPLX income and deduction allocations to MPC. Tax fees for the year ended December 31, 2017 were for professional services rendered to assist management in estimating MPLX income and deduction allocations to MPC.

(d)	All Other fees for the years ended December 31, 2018 and December 31, 2017 were for an accounting research and disclosure checklist software license.

(e)	MPLX, a consolidated subsidiary of MPC, separately pays its own fees, which totaled $4.8 million for the year ended December 31, 2018, and $5.4 million for the year ended December 31, 2017.

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(a)	Although we generally do not enter into employment agreements with our executive officers, we did enter into a Letter Agreement with Mr. Goff in connection with our acquisition of Andeavor, for which he previously served as President, Chief Executive Officer and Chairman of the Board. We describe in this CD&A the compensation Mr. Goff is expected to receive under the terms of that agreement.

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(a)	Does not include the annual change in actuarial present value of accumulated benefits under our retirement plans. See “Post-Employment Benefits for 2018” and “Marathon Petroleum Retirement Plans” for more information about those amounts.

•	Provide fair and competitive levels of compensation, after taking into account individual roles and responsibilities, while allowing for the discretion to place each NEO within the competitive range of each pay element;

•	Align compensation programs with company and individual performance;

•	Foster an ownership culture that aligns the interests of our NEOs with those of shareholders;

•	Consider the cyclical commodity influences of the business; and

•	Discourage excessive risk-taking and appropriately align risk with reward.

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•	The design and implementation of our compensation policies and programs to accomplish our compensation objectives;

•	Comparative data on the executive compensation policies and practices of our peers; and

•	How our compensation programs and policies align with relevant regulatory requirements and governance standards.

•	Revenues generally greater than $10 billion;

•	Heavy manufacturing operations;

•	Commodity exposure;

•	Safety and environmental focus; and

•	Availability of publicly reported information.

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•	The size and complexity of each NEO’s role;

•	Each NEO’s experience, contribution and demonstrated performance;

•	Our current and future succession needs;

•	Business results;

•	External competitiveness; and

•	Internal pay equity.

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(a)	Excludes Mr. Goff’s target compensation, as it is governed by the terms of his Letter Agreement rather than set by our Compensation Committee.

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(a)	Mr. Goff’s previous base salary was set by Andeavor’s compensation committee prior to the Andeavor Merger. His current base salary is governed by the terms of his Letter Agreement and was effective October 1, 2018, the date he commenced employment with us.

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(a)	Measures our operating income per barrel of crude oil throughput, adjusted for unusual business items and accounting changes, compared to a group of peer companies, which for 2018 were: BP p.l.c.; Chevron Corporation; ExxonMobil Corporation; HollyFrontier Corporation; PBF Energy; Phillips 66; and Valero Energy Corporation.

(b)	Costs generally not subject to change based on production volume, purchases of commodities, sales, throughputs or changes in commodity prices. These costs are adjusted to exclude costs related to acquisitions and divestitures, capital projects in excess of $500 million, and employee bonus accruals.

(c)	Represents the cash flow available to be paid to MPLX’s common unitholders, as disclosed in MPLX’s consolidated financial statements.

(d)

Derived from our consolidated financial statements and adjusted for certain items. This non-GAAP performance metric is calculated as earnings before interest and financing costs, interest income, income taxes, depreciation and amortization expense adjusted to exclude the effects of impairment expenses, pension settlement gains/losses, inventory market valuation adjustments, certain non-cash charges and credits, and the effects of acquisitions and divestitures.

(e)	Measures the mechanical availability of the processing equipment in our refineries and the critical equipment in our midstream assets.

(f)	Measures our success and commitment to employee safety. Goals are set annually at best-in-class industry performance, focusing on continual improvement and include common industry metrics.

(g)	Measures our ability to identify, understand and control certain process hazards.

(h)	Measures certain internal environmental performance metrics.

(i)	Shown in absolute dollars. Measures the impact of product quality incidents and cumulative costs to us.

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•	Completed transformative acquisition of Andeavor, effective October 1, 2018, creating the largest downstream energy company in the United States, with a nationwide footprint;

•	Achieved full-year earnings for 2018 of $2.8 billion; and

•	Sustained focus on shareholder returns, with $4.2 billion returned to shareholders through dividends and share repurchases.

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(a)	Calculated as a percentage of the individual target bonus opportunity (bonus eligible earnings multiplied by target bonus percentage).

(a)

The Compensation Committee had the discretion to adjust Andeavor’s performance results to take into account unplanned or unanticipated business decisions or events that are outside of management’s control, unusual or non-recurring items, and other factors, to determine the total amount, if any, payable under the 2018 ICP. In calculating Andeavor’s performance under each measure, the Compensation Committee considered the impact of the Andeavor Merger and determined to adjust Andeavor’s performance under each measure to consider Andeavor’s performance for the period from January 1, 2018 through September 30, 2018, prior to its acquisition on October 1, 2018, rather than for the full 2018 fiscal year.

(b)	Achievement of U.S. GAAP-based net earnings before interest, income taxes, depreciation and amortization, measured on a margin neutral basis by excluding fluctuations in commodity prices (and thereby fluctuations in margins) over which management has little influence.

(c)	Targeted improvements from growth initiatives, productivity with existing assets and synergies from acquisitions to create value, including growth from income-generating capital improvements, margin improvement initiatives, organic growth initiatives and other smaller projects.

(d)	Measurement of operating expenditures and administrative expenses less certain adjustments. The cost metric excludes refining energy costs, annual incentive compensation costs, stock-based compensation expense, non-controllable expenses for post-retirement employee benefits (pension, medical, life insurance) and insurance costs (property, casualty and liability).

(e)	Targeted improvement in the number of incidents over the average for the past three years. Threshold is set at the three-year average.

(f)	Targeted improvement in the number of recordable personal safety incidents over the average for the past three years. Threshold is set at the three-year average.

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(a)	Bonus eligible earnings is based on salary earned during the 2018 calendar year.

•	The overall mix of LTI awards was changed so that, beginning with awards granted in 2018, at least 50% of MPC annual LTI awards will be in the form of performance units.

•	Beginning with 2018 awards, the minimum TSR/TUR percentile for a payout on performance units will increase to the 30th percentile from the 25th percentile.

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(a)	Payout for performance between quartiles will be determined using linear interpolation.

(b)	Increased to the 30th percentile for awards granted in 2018 and thereafter.

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(a)	Payout for performance between quartiles will be determined using linear interpolation.

(b)	Increased to the 30th percentile for awards granted in 2018 and thereafter.

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(a)	Payout for performance between these levels will be determined using linear interpolation.

(a)	Payout will be based on achievement of DCF in each year of the performance cycle as compared with the threshold, target and maximum levels. Payout for performance between these levels will be determined using linear interpolation.

•	Providing and preserving an economic motivation for participating executives to consider a business combination that might result in an executive’s job loss; and

•	Competing effectively in attracting and retaining executives in an industry that features frequent mergers, acquisitions and divestitures.

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•	The Consultant’s provision of other services to us;

•	The amount of fees we paid the Consultant, as a percentage of the Consultant’s total revenue;

•	The Consultant’s policies and procedures that are designed to prevent internal conflicts;

•	Any business or personal relationship of the Consultant with the members of the Compensation Committee or our executive officers; and

•	Any of our stock owned by the Consultant.

•	The Compensation Committee annually reviews analyses on targeted compensation, actual compensation and stock ownership, and employs a philosophy of targeting total compensation at the peer group median;

•	The mix of fixed versus variable compensation and cash versus equity is reasonable;

•	Key functions are involved in establishing, reviewing and administering our incentive plans to ensure accuracy and transparency;

•	Incentive awards are generally capped at a maximum payout of 200% of target;

•	Metrics used within incentive plans align with shareholder value creation;

•	A comprehensive process is followed when determining incentive goals, which incorporates significant discussion between management and the Compensation Committee;

•	Executive officers are required to comply with a rigorous stock ownership policy and an additional holding policy on earned or vested full-value shares;

•	Long-term incentive awards vest over multi-year periods;

•	Appropriate levels of review, approval and governance support compensation decisions;

•	We maintain an insider trading policy, an anti-hedging policy and a recoupment policy that addresses the restatement of results; and

•	The full Board plays an active role in leadership succession planning.

•	Our compensation programs are appropriate to meet our business objectives;

•	Our compensation programs are balanced in composition between cash and equity;

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•	Our compensation programs are balanced in composition between annual and long-term performance; and

•	Any risks arising from our compensation programs are not reasonably likely to have a material adverse effect on our financial statements.

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(a)

Reflects actual salary earned during the fiscal year covered. Compensation is reviewed after the end of each year, and salary increases, if any, are generally effective April 1 of the following year. Mr. Goff commenced employment with us on October 1, 2018; the amount shown for him reflects the prorated portion of his salary from that date through year-end. See “Compensation Discussion and Analysis—Elements of Compensation—Base Salary” for additional information on base salaries for 2018.

(b)

The amounts shown in these columns reflect the aggregate grant date fair value of LTI awarded in the applicable year calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). See Note 23 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 and Note 22 to MPLX’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2018 for valuation assumptions used to determine the value of these awards.

(c)	The maximum value of the performance units granted in 2018, assuming the highest level of performance achieved, is: Mr. Heminger, MPC - $10,800,000 and MPLX - $2,700,000; Mr. Griffith, MPC - $2,240,000 and MPLX - $560,000; Mr. Templin, MPC - $3,200,000 and MPLX - $800,000; Mr. Kenney, MPC - $2,250,000 and MPLX - $250,000.

(d)	Reflects the total value of ACB awards earned for the year indicated, which were paid in the following year.

(e)

The amounts shown in this column reflect the annual change in actuarial present value of accumulated benefits under the Marathon Petroleum, Speedway and Andeavor retirement plans. See “Post-Employment Benefits for 2018” for more information regarding our defined benefit plans and the assumptions used in the calculation of these amounts. There are no deferred compensation earnings reported in this column as our nonqualified deferred compensation plans do not provide above-market or preferential earnings.

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(f)	We offer limited perquisites to our NEOs, which, together with our contributions to defined contribution plans, comprise the amounts reported in the All Other Compensation column. The amounts shown in this column are summarized in the following table. See “Compensation Discussion and Analysis—Other Benefits—Perquisites” for a description of each of these items.

(g)

The amounts shown in this column reflect our aggregate incremental cost of personal use of corporate aircraft by our NEOs, their spouses or other guests for 2018, estimated using the average costs of operating the aircraft, such as fuel costs, trip-related maintenance, crew travel expenses, trip-related fees, storage costs, communications charges and other miscellaneous variable costs. Fixed costs, such as pilot compensation, the purchase and lease of aircraft and maintenance not related to travel are excluded from this calculation. We believe this method provides a reasonable estimate of our incremental cost; however, it overstates the actual incremental cost when a flight has a primary business purpose, space is available to transport an officer or his or her guest not traveling for business purposes and no incremental cost is realized by us. No income tax assistance or gross-ups are provided for personal use of corporate aircraft.

(h)

The amounts shown in this column reflect our contributions under our tax-qualified retirement plans and related nonqualified deferred compensation plans. The amounts shown for Mr. Goff also include matching and profit sharing contributions under the Andeavor Executive Deferred Compensation Plan. See “Post-Employment Benefits for 2018” and “2018 Nonqualified Deferred Compensation” for more information.

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(a)	The MPC awards granted on March 1, 2018 were approved on February 27, 2018. The MPLX awards granted on March 1, 2018 were approved on February 28, 2018. The MPLX awards granted on December 20, 2018 were approved on December 20, 2018.

(b)	Target amounts reflect the target annual incentive opportunity. No threshold amount is disclosed as the Compensation Committee has discretion to award no annual incentive under the ACB and Andeavor ICP programs. Each NEO may generally earn a maximum of 200% of the target.

(c)

Target amounts reflect the number of performance units granted. Each performance unit has a target value of $1.00. The threshold for the award is the minimum possible payout of the award, which is 12.5%. The threshold is achieved when the payout percentage is 50% for one measurement period and 0% for the other three measurement periods, thus an average payout percentage of 12.5% for the performance cycle. The maximum payout for this award is 200% of target.

(d)

Reflects the total grant date fair value calculated in accordance with FASB ASC Topic 718. The Black-Scholes value used for the stock options was $17.37 per share. The restricted stock value was based on the closing price of $64.79 per share of MPC common stock on the grant date. The MPC performance units have a grant date fair value of $0.83 per unit as calculated using a Monte Carlo valuation model. Assumptions used in the calculation of these amounts are included in Note 23 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018. The MPLX phantom unit value was based on the closing price of $34.89 per unit of MPLX common units on the grant date. Assumptions used in the calculation of these amounts are included in Note 22 to MPLX’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2018. No total grant date fair value for the MPLX

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(e)

These awards were granted to Messrs. Heminger and Kenney as part of the correction of an erroneous 2018 payment of their outstanding MPLX phantom unit awards, which was fully corrected in 2018 pursuant to applicable Internal Revenue Service guidance. Messrs. Heminger and Kenney took no part in the decision to make the erroneous payment. The correction restored them to the same economic position that they would have been in had the payment not occurred.

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(a)	Stock options have a maximum term for exercise of 10 years from the grant date. They generally become exercisable in one-third increments on the first, second and third anniversaries of the grant date.

(b)	Awards granted prior to June 30, 2011 were made by Marathon Oil. The Marathon Oil awards converted to MPC equity awards when MPC separated from Marathon Oil in 2011, and remain subject to the original vesting schedules.

(c)

Amounts for NEOs other than Mr. Goff reflect the number of shares of MPC unvested restricted stock and MPLX phantom units held on December 31, 2018. Restricted stock and phantom units generally vest in one-third increments on the first, second and third anniversaries of the grant date. MPC restricted stock and MPLX phantom unit awards to our NEOs generally provide for full vesting upon termination of employment due to “Mandatory Retirement,” which refers to our general policy that our officers retire on the first day of the month after they attain age 65. Messrs. Heminger and Kenney became eligible for Mandatory Retirement on October 1, 2018 and November 1, 2018, respectively. Under applicable tax rules, this retirement eligibility caused Messrs. Heminger and Kenney to “vest” in their restricted stock awards for income tax and payroll tax (e.g., FICA taxes) purposes, and in their phantom unit awards for payroll tax purposes, notwithstanding that they continue to be employed, because on and after their respective retirement eligibility dates no substantial risk of forfeiture applies to these awards. While these awards continue to be reflected in this table, the portion used to pay the associated taxes has been excluded from this table, and is instead included in the “Option Exercises and Stock Vested in 2018” table below.

(d)	Amounts reflect the aggregate value of all shares of MPC unvested restricted stock, MPC restricted stock units, MPLX phantom units and ANDX phantom units held on December 31, 2018, using the MPC closing stock price of $59.01, the MPLX closing unit price of $30.30 and the ANDX closing unit price of $32.49 on that date.

(e)

Amounts reflect the number of unvested MPC and MPLX performance units held on December 31, 2018. The MPC performance unit grants awarded in 2017 and 2018 have a 36-month performance cycle and are designed to settle 25% in MPC common stock and 75% in cash. Each performance unit is dollar denominated with a target value of $1.00. Payout may vary from $0.00 to $2.00 per unit and is tied to MPC’s TSR as compared to the applicable peer group, which for performance units granted in 2017 and 2018 was: Andeavor, Chevron Corporation, HollyFrontier Corporation, PBF Energy, Phillips 66, Valero Energy Corporation and the S&P 500 Energy Index.

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(f)

Amounts for MPC reflect the aggregate value of all performance units held on December 31, 2018, assuming a payout of $1.5238 per unit for the March 1, 2017 award and $1.3333 per unit for the March 1, 2018 award, which is the next higher performance achievement that exceeds the performance for these grants’ measurement period that ended December 31, 2018. Amounts shown for MPLX reflect the aggregate value of all performance units held on December 31, 2018, assuming a payout of $1.5000 per unit for the March 1, 2017, grant and $1.0000 per unit for the March 1, 2018, grant, which is the next higher performance achievement that exceeds the performance for these grants’ measurement period that ended December 31, 2018.

(a)	Amounts reflect the actual pre-tax gain realized by our NEOs upon exercise of stock options, which is the fair market value of the shares on the exercise date less the per share grant price.

(b)	As discussed in footnote (c) to the “Outstanding Equity at 2018 Fiscal Year-End” table, during 2018, certain awards held by Messrs. Heminger, Goff and Kenney vested for income tax and payroll tax (e.g., FICA taxes) purposes due to their retirement eligibility under the applicable plans and agreements. Amounts in this column include the following numbers of

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(c)	Amounts reflect the actual pre-tax gain realized by our NEOs upon vesting of MPC restricted stock and MPLX phantom units, which is the fair market value of the shares/units on the vesting date.

(a)

Represents the number of years the NEO has participated in the Plan. Plan participation service used for the purpose of calculating each participant’s benefit under the Marathon Petroleum Retirement Plan legacy final average pay formula and the Speedway pension equity formula was frozen as of December 31, 2009. Plan participation service used for the purpose of calculating each participant’s benefit under the Speedway Retirement Plan legacy final average pay formula was frozen on December 31, 1998. Plan participation service used for the purpose of calculating Mr. Goff’s benefit under the Andeavor Pension Plan final average pay formula was frozen as of December 31, 2010.

(b)

The present value of accumulated benefit for the Marathon Petroleum Retirement Plan was calculated assuming a discount rate of 4.20%, the RP2000 mortality table for lump sums, a 96% lump sum election rate and retirement at age 62 (or current age, if later). In accordance with the Marathon Petroleum Retirement Plan provisions and actuarial assumptions, the discount rate for lump sum calculations varied between 0.75% to 1.50% based on anticipated year of retirement. Please see “Marathon Petroleum Retirement Plan” below for more detail on the formulas.

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•	Participants with fewer than 50 points receive a 7% pay credit;

•	Participants with at least 50 but fewer than 70 points receive a 9% pay credit; and

•	Participants with 70 or more points receive an 11% pay credit.

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If the lump sum interest rate upon the officer reaching the age of 62 used to calculate the retirement lump sum benefit is less than or equal to the lump sum interest rate as of the officer’s actual retirement date or date of death, the Service Benefit shall be the difference between the legacy lump sum benefit he or she would have been eligible to receive using the age 62 lump sum conversion factor based on the lump sum interest rate in effect on the actual retirement date or date of death and the legacy lump sum benefit he or she is eligible to receive using the lump sum conversion factor for the actual age at retirement or death based on the lump sum interest rate in effect on the actual retirement date or date of death; or

•

If the lump sum interest rate upon the officer reaching the age of 62 used to calculate the retirement lump sum benefit is greater than the lump sum interest rate as of the officer’s actual retirement date or date of death, the Service Benefit shall be the difference between the legacy lump sum benefit he or she would have been eligible to receive using the lump sum conversion factor and lump sum interest rate in effect at age 62 and the legacy lump sum benefit he or she is eligible to receive using the lump sum conversion factor and lump sum interest rate in effect on the actual retirement date or date of death.

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•	4% of final average compensation for each of the first 10 years of service; plus

•	2% of final average compensation for each of the next 10 years of service; plus

•	1% of final average compensation for each of the last 10 years of service;

•	For a maximum gross monthly retirement benefit of 70% of final average compensation for up to 30 years of service.

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(a)	Amounts shown, other than for Mr. Goff, are also included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the “2018 Summary Compensation Table.”

(b)	Amounts shown, other than the amounts for Messrs. Heminger and Kenney relating to the Amended and Restated Marathon Petroleum 2012 Incentive Compensation Plan and the MPLX LP 2012 Incentive Compensation Plan, and the amounts for Mr. Goff relating to the Andeavor 2011 Long-Term Incentive Plan and the Andeavor Logistics LP Long-Term

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(c)	As discussed in footnote (c) to the “Outstanding Equity Awards at 2018 Fiscal Year-End” table, during 2018, certain awards held by Messrs. Heminger, Kenney and Goff vested for income tax and payroll tax (e.g., FICA taxes) purposes due to their retirement eligibility under the applicable plans and agreements. The net settlement withholding was:

(d)

Of the amounts shown, other than for Mr. Goff, the following amounts have been reported in our “2018 Summary Compensation Table” for previous years: (i) under the Marathon Petroleum Deferred Compensation Plan: Mr. Heminger, $2,670,451; Mr. Griffith, $379,993; Mr. Templin, $649,084; Mr. Kenney, $923,506; (ii) under the Speedway Deferred Compensation Plan: Mr. Kenney, $699,152; and (iii) under the Speedway Excess Benefit Plan: Mr. Kenney, $113,267.

(e)	Amounts for Messrs. Heminger and Kenney represent the value of accrued dividends relating to their vested MPC restricted stock awards.

(f)

Amounts for Messrs. Heminger and Kenney represent the value of their MPLX phantom units and accrued distribution equivalents. The Company Contributions amount for Mr. Heminger is calculated using the average of the high and low MPLX common unit prices on his October 1, 2018 ($35.24) and December 20, 2018 ($31.26) vesting dates. The Company Contributions amount for Mr. Kenney is calculated using the average of the high and low MPLX common unit prices on his November 1, 2018 ($34.57) and December 20, 2018 ($31.26) vesting dates. The Aggregate Balance amount for Messrs. Heminger and Kenney is calculated using the December 31, 2018 closing price of MPLX common units ($30.30).

(g)

The Company Contributions amount for Mr. Goff represent the value of his MPC restricted stock units, converted from his awards previously granted under the Andeavor 2011 Long-Term Incentive Plan, and accrued dividends. The Company Contributions amount is calculated using the December 18, 2018 closing price of MPC common stock ($58.96) for his MPC restricted stock units, and the December 31, 2018 closing price of MPC common stock ($59.01) for the accrued dividends. The Aggregate Balance amount for Mr. Goff is calculated using the December 31, 2018 closing price of MPC common stock ($59.01).

(h)	Amounts for Mr. Goff represent the value of his ANDX phantom units and accrued distribution equivalents. The Company Contribution amount is calculated using the December 19, 2018 closing price of ANDX common units ($34.62), and the Aggregate Balance amount is calculated using the December 31, 2018 closing price of ANDX common units ($32.49).

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(a)

Under the MPC Amended and Restated Executive Change in Control Severance Benefits Plan, as further described below, cash severance will only be paid upon a change in control if the NEO experiences a Qualified Termination. If the Qualified Termination occurs within three years prior to the date the NEO reaches age 65, the NEO’s benefit will be limited to a pro rata portion of the benefit, calculated using a fraction equal to the number of full and partial months existing between the Qualifying Termination and this 65th birthday divided by 36 months. As Messrs. Heminger and Kenney attained age 65 in September 2018 and October 2018, respectively, their cash severance benefits have been reduced to zero. In the event of

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(b)

Pension benefits for our NEOs are reflected in the “2018 Pension Benefits” table above. Amounts in this column represent additional pension benefits attributable solely to the final average pay formula in the respective plans. As Messrs. Heminger and Kenney attained age 65 in September 2018 and October 2018, respectively, they no longer are eligible for additional pension benefits, and their amounts for same have been reduced to zero. Messrs. Griffith and Templin are not eligible for additional pension benefits because they do not have any final average pay type benefit under the Marathon Petroleum Retirement Plan and the Marathon Petroleum Excess Benefit Plan. Amounts in this column for Mr. Goff represent additional pension benefits attributable solely to the final average pay formula under the Andeavor Pension Plan and the Andeavor Executive Security Plan. The additional pension benefits amount reported for Mr. Goff was calculated using the following assumptions: the present value is equal to the value of the normal retirement benefits under the Andeavor Pension Plan, adjusted to incorporate the enhancements listed below, at the earliest unreduced age assuming a discount rate of 4.22%, a cash balance interest crediting rate of 3.22%, the use of the RP-2018 Mortality Table with generational mortality improvements in accordance with Scale MP-2018, and assuming the election of a lump sum payment at retirement using an interest rate of 4.22% and the PPA 2019 Mortality Table. The referenced enhancements are (i) final average pay is calculated using base salary in effect immediately prior to separation from service and the highest bonus paid during the three years immediately preceding the separation from service, but not less than the final average pay taken into account in the determination of the NEO’s actual pension benefit, and (ii) the service used in determining the normal retirement benefit is equal to actual service for benefit accrual purposes plus three years (three years of additional age is also incorporated).

(c)	Vesting of stock options is accelerated upon retirement or a change in control with a Qualified Termination. Amounts shown reflect the value that would be realized if accelerated stock options were exercised on December 31, 2018, taking into account the spread (if any) between the options’ exercise prices and the closing price of our common stock on December 31, 2018 ($59.01).

(d)	For the NEOs other than Mr. Goff, vesting of restricted stock is accelerated upon a change in control with a Qualified Termination. Amounts shown reflect the value that would be realized if MPC restricted stock and MPLX phantom unit awards vested on December 31, 2018, taking into account the closing price of our common stock ($59.01) and MPLX common units ($30.30) on December 31, 2018.

(e)

In the event of a change in control and a Qualified Termination, unvested performance units will vest and be paid out based on actual performance for the period from the grant date to the change in control date, and target performance for the period from the change in control date to the end of the performance cycle. Amounts reflect the MPC and MPLX performance unit target vesting amounts that would be payable in the event of a change in control with each performance unit having a target value of $1.00.

(f)	Includes 36 months of continued health, dental and life insurance coverage. In the event of death, life insurance would be paid out to the estates of certain of our NEOs in the following amounts: Mr. Griffith, $1.4 million; Mr. Templin, $1.8 million; Mr. Goff, $1 million.

(g)

Messrs. Heminger and Kenney are currently eligible to retire under our retirement plan, and Mr. Goff is eligible to retire under Andeavor’s retirement plan; thus, amounts shown for them assume retirement rather than resignation. Messrs. Griffith and Templin were not eligible to retire as of December 31, 2018; thus, amounts shown for them reflect the compensation they would receive upon their voluntary resignation.

(h)

Andeavor experienced a change in control under the Andeavor Amended and Restated Executive Severance and Change in Control Plan, as further described below, on October 1, 2018 as a result of the Andeavor Merger. Under the terms of his Letter Agreement with us, Mr. Goff has waived his ability under that plan to terminate his employment for good reason until October 1, 2019. Thus, assuming a hypothetical termination date of December 31, 2018, he would receive the cash severance shown, and his outstanding unvested equity awards would vest, only if his employment was terminated by us without cause.

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•	Due to death or disability;

•	For cause;

•	Voluntary, unless the NEO has good reason (defined as a reduction in the NEO’s roles, responsibilities, pay or benefits, or the NEO being required to relocate more than 50 miles from his or her current location); or

•	On or after the date the NEO attains age 65.

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•	A cash payment of up to three times the sum of the NEO’s current annualized base salary plus three times the highest bonus paid in the three years before the termination or change in control;

•	Life and health insurance benefits for up to 36 months after termination at the lesser of the current cost or the active employee cost;

•	An additional three years of service credit and three years of age credit for purposes of retiree health and life insurance benefits;

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A cash payment equal to the actuarial equivalent of the difference between amounts receivable by the NEO under the final average pay formula in our pension plans and those that would be payable if: (i) the NEO had an additional three years of participation service credit; (ii) the NEO’s final average pay were the higher of the NEO’s salary at the time of the change in control event or Qualified Termination plus the NEO’s highest annual bonus from the preceding three years (for purposes of determining early retirement commencement factors, the NEO is credited with three additional years of vesting service and three additional years of age);

•	A cash payment equal to the difference between amounts receivable under our tax-qualified and nonqualified defined contribution type retirement and deferred compensation plans and amounts that would have been received if the NEO’s defined contribution plan account had been fully vested; and

•	Accelerated vesting of all outstanding MPC LTI awards.

•	A cash payment of up to three times the sum of the NEO’s current annualized base salary plus three times the highest bonus paid in the three years before the termination or change in control;

•	Life and health insurance benefits for up to 36 months after termination at the active employee cost;

•	An additional three years of service credit and three years of age credit for purposes of retiree health and life insurance benefits;

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A cash payment equal to the actuarial equivalent of the difference between amounts receivable by the NEO under the final average pay formula in our pension plans and those that would be payable if: (i) the NEO had an additional three years of participation service credit; (ii) the NEO’s final average pay were the higher of the NEO’s salary at the time of the change-in-control event or Qualified Termination plus the NEO’s highest annual bonus from the preceding three years (for purposes of determining early retirement commencement factors, the NEO is credited with three additional years of vesting service and three additional years of age); and (iii) the NEO’s pension had been fully vested; and

•	A cash payment equal to the difference between amounts receivable under our tax-qualified and nonqualified defined contribution type retirement and deferred compensation plans and amounts that would have been received if the NEO’s defined contribution plan account had been fully vested.

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•	A cash payment equal to three times his base salary and bonus; and

•	Continued medical benefits (excluding dental and vision benefits) for him and his eligible dependents for the 30-month period commencing on the termination date.

•	Approximately 20,500 full-time regular, part-time, casual, and international employees of MPC, and

•	Approximately 14,000 part-time retail store associates and 26,100 full-time employees at our Speedway subsidiary.

•	As permitted by the SEC rules, we excluded for administrative convenience our non-U.S. employees, which fell below the 5% de minimis threshold for exclusion based on our total employee population of approximately 60,600.

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(a)	Based on 673,619,190 MPC shares outstanding as of February 15, 2019.

(b)

According to Schedule 13G/A filed with the SEC on February 11, 2019, The Vanguard Group, as investment advisor, has sole voting power over 796,863 shares, shared voting power over 171,306 shares, sole dispositive power over 53,716,207 shares, and shared dispositive power over 956,290 shares. Per the Schedule 13G/A, two wholly owned subsidiaries, Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., as investment managers of collective trust accounts and investment offerings, respectively, are beneficial owners of 582,575 shares and 579,742 shares.

(c)	According to Schedule 13G/A filed with the SEC on February 6, 2019, BlackRock, Inc., as the parent holding company of several subsidiaries, has sole voting power over 48,658,483 shares, shared voting power over no shares, and sole dispositive power over all of these shares.

(d)	According to Schedule 13G/A filed with the SEC on February 14, 2019, State Street Corporation, as the parent holding company of several subsidiaries, has sole voting power over no shares, shared voting power over 32,029,052 shares, sole dispositive power over no shares and shared dispositive power over 34,787,786 shares.

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*	Less than 1% of common shares or common units outstanding, as applicable.

(a)	Includes restricted stock unit awards, which vest upon the director’s retirement from service on the Board, as follows: Mr. Alkhayyal, 5,808; Mr. Bayh, 33,410; Mr. Bunch, 9,582; Mr. Davis, 17,246; Mr. Galante, 1,073; Mr. Rohr, 17,246; Ms. Rucker, 1,073; Mr. Stice, 4,837; Mr. Surma, 33,410; Ms. Tomasky, 1,073.

(b)	Includes shares of common stock or common units, as applicable, held by or with spouse, with spouse as co-trustee, or by trust for the benefit of spouse.

(c)	Includes shares of common stock indirectly beneficially held in trust as follows: Mr. Davis, 10,500; Mr. Heminger, 206,202; Mr. Kenney, 56,930; Mr. Rohr, 15,000; Mr. Surma, 10,000.

(d)	Includes common units indirectly beneficially held in trust as follows: Mr. Davis, 32,500; Mr. Heminger, 131,915; Mr. Rohr, 5,196; Mr. Stice, 700.

(e)	Includes all stock options exercisable within 60 days of January 31, 2019 as follows: Mr. Goff, 283,329; Mr. Griffith, 233,800; Mr. Heminger, 2,498,655; Mr. Kenney, 396,569; Mr. Templin, 495,395; all other executive officers, 277,099.

(f)	MPC total includes (i) 483,554 restricted stock units converted from previously outstanding Andeavor awards, a portion of which may be forfeited under certain conditions, (ii) 226,383 shares held by G Goff Foundation Inc., for which Mr. Goff acts as trustee with shared voting and investment power, and (iii) 38,875 shares held in trust for which Mr. Goff acts as trustee

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(g)	MPC total includes 105,018 restricted stock units that will settle in shares of common stock on April 2, 2019. ANDX total includes 29,770 time-based phantom units that will settle in common units on April 2, 2019.

(h)	Includes phantom unit awards, which settle in common units upon a director’s retirement from service on the Board, as follows: Mr. Alkhayyal, 1,172; Mr. Bayh, 2,857; Mr. Bunch, 1,751; Mr. Davis, 2,531; Mr. Galante, 251; Mr. Rohr, 2,531; Ms. Rucker, 251; Mr. Stice, 3,670; Mr. Surma, 17,800; Ms. Tomasky, 251.

(i)	Includes 75,655 and 6,959 phantom unit awards held by Mr. Heminger and Mr. Kenney, respectively, which are fully vested and will settle in common units at the end of the applicable performance period.

(j)	Includes phantom unit awards, which may be forfeited under certain conditions, as follows: Mr. Griffith, 14,923; Mr. Templin, 41,931; all other executives, 30,951.

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•

On an annual basis, and at other times as circumstances require, directors, director nominees and executive officers must submit updated information sufficient for the Corporate Governance and Nominating Committee to identify the existence and evaluate possible related person transactions not previously approved or ratified. Known transactions with beneficial owners of 5% or more of our common stock are also assessed.

•	Any related person transaction that has not been previously approved or previously ratified must be submitted to the Corporate Governance and Nominating Committee, which considers whether ratification, amendment or termination of the related person transaction is in the best interests of us and our shareholders.

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We may not hire any immediate family member of a director or executive officer unless approved by the Corporate Governance and Nominating Committee. If an employee’s immediate family member becomes our director or executive officer, no material change in that employee’s terms of employment, including compensation, may be made without the prior approval of the Corporate Governance and Nominating Committee.

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•	Proxy Access: Shareholders holding in the aggregate at least 3% of the Company’s outstanding common stock may nominate directors to be included in our Proxy Statement, subject to satisfying certain procedural and eligibility requirements;

•	Shareholder Proposals: Shareholders may submit proposals for inclusion in our Proxy Statement and consideration at our annual meetings;

•	Special Meeting: As noted above, shareholders holding in the aggregate 25% of the Company’s outstanding common stock have the right to call a special meeting;

•	Access to the Board: Shareholders may communicate directly with the Board, as described under “Communications with the Board of Directors” in this Proxy Statement; and

•	Voting Rights: Shareholders have the right to vote to elect directors and express their views on executive compensation and other proposals at an annual meeting, as well as the right to vote on certain special matters including mergers, large share issuances, the adoption of equity compensation plans and amendments to our Certificate of Incorporation.

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•	Presiding over all meetings of the Board in the Chairman/CEO’s absence, including executive sessions;

•	Serving as a liaison between the Chairman/CEO and the independent directors;

•	Consulting with the Chairman/CEO on and approving meeting agendas, schedules and information sent to the Board;

•	Having the authority to call meetings of the independent directors;

•	Providing leadership to the Board in any situation where the Chairman and CEO roles may be perceived to be in conflict; and

•	Directly communicating with significant shareholders, as appropriate.

•	Independent directors comprise the overwhelming majority of the Board.

•	At each Board meeting, an offer is made for the independent directors to meet in executive session, and they did so nine times in 2018.

•	The Audit, Compensation and Corporate Governance and Nominating Committees are comprised exclusively of independent directors.

•	The Compensation Committee annually reviews the Chairman/CEO’s performance and establishes his compensation, the result of which is reviewed with the full Board, absent the Chairman/CEO.

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•	Submit a new proxy card bearing a later date;

•	Vote again by telephone or the Internet at a later time;

•	Give written notice before the meeting to our Corporate Secretary at the address set forth on the cover of this Proxy Statement stating that you are revoking your proxy; or

•	Attend the Annual Meeting and vote your shares in person. Please note that your attendance at the meeting will not alone serve to revoke your proxy.

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