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
Filed by the Registrant x
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
Marathon Petroleum 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. |
| ¨ | 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): |
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| (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. |
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| (2) | Form, Schedule or Registration Statement No.: |
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| (4) | Date Filed: |
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on April 27, 2016.
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MARATHON PETROLEUM CORPORATION |
Meeting Information | |||||||
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Meeting Type: Annual Meeting | ||||||||
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For holders as of: February 29, 2016 | ||||||||
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Date: April 27, 2016 Time: 10:00 AM Eastern Time | ||||||||
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Location: Marathon Petroleum Corporation | ||||||||
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539 South Main Street | ||||||||
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Findlay, OH 45840-3229
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You are receiving this communication because you hold shares in the company named above. | ||||||||
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MARATHON PETROLEUM CORP. 539 SOUTH MAIN STREET FINDLAY, OH 45840-3229 |
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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). | ||||||||
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We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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| — Before You Vote — | ||||||
| How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT
How to View Online: Have the information that is printed in the box marked by the arrow
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 receiving 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
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 13, 2016, to facilitate timely delivery.
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| — How To Vote — | ||||||
| Please Choose One of the Following Voting Methods
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Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote shares held in registered form.
Vote By Internet: To vote now by Internet, go to
www.proxyvote.com. Have the information that is printed in the box marked by the arrow
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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(located on the following page) and visit: www.proxyvote.com.
| Voting Items | ||||||
| Your Board of Directors recommends you vote FOR the following Class II Directors for a three-year term expiring in 2019: | ||||||
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Election of Class II Directors | |||||
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Nominees:
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| 01) Evan Bayh 02) Charles E. Bunch 03) Frank M. Semple | ||||||
| Your Board of Directors recommends you vote FOR Items 2 and 3: | ||||||
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Ratification of the selection of PricewaterhouseCoopers LLP as the company’s independent auditor for 2016. | |||||
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Advisory approval of the company’s named executive officer compensation. | |||||
| Your Board of Directors recommends you vote AGAINST Items 4, 5 and 6: | ||||||
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Shareholder proposal seeking the adoption of an alternative shareholder proxy access bylaw to the company’s existing proxy access bylaw. | |||||
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Shareholder proposal seeking certain safety and environmental incident reports. | |||||
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Shareholder proposal seeking the adoption of quantitative greenhouse gas emission reduction goals and associated reports. | |||||
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