MPC DEF 14A Report ended April 29, 2020

¨	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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▶	Transactions between the director and us directly, immediate family members of the director or organizations with which the director is affiliated, including those further discussed under “Related Party Transactions” below;

▶	Any service by the director on the board of a company with which we conduct business;

▶	The frequency and dollar amounts associated with any such transactions; and

▶	Whether any such transactions are at arm’s length in the ordinary course of business and on terms and conditions similar to those with unrelated parties.

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▶	The Speedway Transaction Committee, formed to oversee the announced separation of our Speedway business, is chaired by Mr. Surma and met four times in 2019.

▶	The Midstream Review Committee, formed to evaluate strategies to enhance shareholder value through a review of our Midstream business, is chaired by Mr. Stice and met four times in 2019.

▶	The CEO Search Committee, formed to lead the search for our new CEO, is chaired by Mr. Galante and met two times in 2019.

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*	The totals for Messrs. Stice and Surma include compensation for service on the MPLX GP board, as detailed below under “Fees Earned or Paid in Cash” and “Stock Awards.”

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▶	Designing and implementing our compensation policies and programs to accomplish our 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.

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*	Mr. Hennigan’s Target Bonus amount was adjusted to reflect his change in base salary and bonus target as he transitioned from his role as MPLX’s President to service as MPLX’s President and CEO.

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*	Increased to 30th percentile for awards granted in 2018 and thereafter.

*	Mr. Templin’s target number of 2017 MPC performance units was lower than the other participating NEOs’ targets because at the time of the award in 2017, he served as President of MPLX and thus received a higher percentage of his overall LTI mix in the form of MPLX performance units.

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*	Increased to the 30th percentile for awards granted in 2018 and thereafter.

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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 and Organization Development Committee or our executive officers; and

▶	Any MPC stock owned by the Consultant.

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

▶	Restricted stock unit awards, which vest upon the director’s retirement from service on the Board, as follows: Mr. Alkhayyal, 8,723; Mr. Bayh, 37,412; Mr. Bunch, 12,646; Mr. Cohen, 747; Mr. Davis, 20,612; Mr. Galante, 3,801; Mr. Rohr, 20,612; Ms. Rucker, 3,801; Mr. Stice, 7,713; Mr. Surma, 37,412; Ms. Tomasky, 3,801.

▶	For Messrs. Bayh, Goff, Surma and Templin, shares of common stock held by or with spouse, with spouse as co-trustee or by trust for the benefit of spouse.

▶	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, 27,500; Mr. Surma, 10,000.

▶	All stock options exercisable within 60 days of January 31, 2020 as follows: Mr. Goff, 488,350; Mr. Griffith, 283,275; Mr. Heminger, 2,541,680; Mr. Hennigan, 40,791; Mr. Kenney, 497,503; Mr. Templin, 541,751; all other executive officers, 364,302. Includes 721,705 stock options exercisable by the applicable current and former executive officers but not in the money as of January 31, 2020.

▶	For Mr. Goff: (i) 473,299 restricted stock units converted from previously outstanding Andeavor awards, (ii) 268,383 shares held by G Goff Foundation Inc., for which Mr. Goff acts as trustee with shared voting and

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▶	Phantom unit awards, which settle in common units upon a director’s retirement from service on the Board, as follows: Mr. Alkhayyal, 1,900; Mr. Bayh, 3,748; Mr. Bunch, 2,535; Mr. Cohen, 198; Mr. Davis, 3,390; Mr. Galante, 889; Mr. Rohr, 3,390; Ms. Rucker, 889; Mr. Stice, 8,497; Mr. Surma, 24,002; Ms. Tomasky, 889.

▶	For Messrs. Bayh, Goff and Templin, common units held by or with spouse, with spouse as co-trustee or by trust for the benefit of spouse.

▶	Common units indirectly beneficially held in trust as follows: Mr. Davis, 32,500; Mr. Heminger, 174,515; Mr. Rohr, 18,096; Mr. Stice, 700.

▶	For Messrs. Goff, Heminger and Kenney, 179,725, 77,852 and 7,758 phantom unit awards, respectively, which are no longer subject to forfeiture.

▶	Phantom unit awards, which may be forfeited under certain conditions, as follows: Mr. Griffith, 17,188; Mr. Hennigan, 113,543; Mr. Templin, 30,221; all other executives, 35,227.

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▶

Annually, 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 ratified must be submitted to the Corporate Governance and Nominating Committee, which considers whether ratification, amendment or termination of the transaction is in the best interests of our shareholders and us.

▶

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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Q.	When and where is the Annual Meeting?

A.	The 2020 Annual Meeting of Shareholders will be held on Wednesday, April 29, 2020 , beginning at 10 a.m. EDT at the Auditorium of Marathon Petroleum Corporation, 539 South Main Street, Findlay, Ohio 45840.

Q.	What am I voting on and how does the Board recommend that I vote?

A.	The following table summarizes each proposal, the Board’s voting recommendations for each proposal and the vote required for each proposal to pass.

Q.	Who is entitled to vote?

A.	You may vote if you were a holder of MPC common stock at the close of business on March 2, 2020 , which is the record date for our Annual Meeting. On that date, there were 650,000,632 shares of our common stock outstanding and entitled to be voted at the Annual Meeting. Each share is entitled to one vote.

Q.	Can I attend the Annual Meeting? How do I gain admission?

A.

All shareholders are invited to attend the Annual Meeting. Shareholders of record will need to have a valid form of identification to be admitted to the meeting. If you are a beneficial owner—i.e., your ownership is through a broker or other intermediary—you will need to have a valid form of identification, as well as proof of your share ownership to be admitted to the meeting. A recent account statement, letter or proxy from your broker or other intermediary will suffice as proof of ownership.

Q.	May I vote at the Annual Meeting?

A.	Shareholders of record may vote at the Annual Meeting using ballots we will provide at the meeting. If you are a beneficial owner and wish to vote at the Annual Meeting, you must contact the broker or other organization that holds your shares to obtain a legal proxy form, and bring this form with you to the Annual Meeting.

Q.	How do I vote if I do not plan to attend the Annual Meeting?

A.	Shareholders who do not intend to vote at the Annual Meeting may vote using any of the following methods:

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Q.	How do I know whether I am a shareholder of record or a beneficial owner of shares?

A.

If your shares are registered in your name with our transfer agent, Computershare Trust Company N.A., you are a shareholder of record with respect to those shares, and you received the Notice or printed proxy materials directly from us. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, you are the “beneficial owner” of such shares and the Notice or printed proxy materials were forwarded to you by that organization. In that circumstance, the organization is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct the organization how to vote the shares held in your account.

Q.	How are votes counted?

A.	Each share counts as one vote.

Q.	May I change or revoke my vote?

A.

If you are a shareholder of record, you may change or revoke your vote before the Annual Meeting by submitting a subsequent proxy card, voting again via telephone or the Internet, by written request to our Corporate Secretary prior to the meeting or by attending the Annual Meeting and voting your shares in person. Any change or revocation of your vote must be received by the applicable voting deadlines.

Q.	What is the voting requirement to approve each proposal?

A.	Proposal 1 will be approved if it receives the affirmative vote of the holders of at least 80% of the outstanding shares of our common stock entitled to vote. Abstentions and broker non-votes will have the same effect as votes against the proposal.

Q.	What are “broker non-votes?”

A.

The New York Stock Exchange permits brokers to vote their customers’ shares on routine matters when the brokers have not received voting instructions from such customers. The ratification of an independent auditor is an example of a routine matter on which brokers may vote in this manner. Brokers may not vote their customers’ shares on non-routine matters such as the election of directors or proposals related to

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Q.	Why did I receive a Notice in the mail regarding the Internet availability of proxy materials instead of a full set of printed materials?

A.

We provide our proxy materials over the Internet. Unless you request a printed copy of the proxy materials, we will send you a Notice explaining how to access the proxy materials over the Internet or to request a printed copy. This allows us to expedite your receipt of proxy materials, conserve natural resources and lower the cost of the meeting. You can request proxy materials in printed form by following the instructions provided in the Notice.

Q.	Will I receive more than one copy of the proxy materials if multiple shareholders share my address?

A.

Unless we have received contrary instructions from one or more of the shareholders sharing your address, we will send only one set of proxy materials to your address. Upon request, we will forward a separate copy of proxy materials to any shareholder at your address. If you wish to receive a separate copy of the proxy materials, you may call us at (419) 421-3711 or write to us at Marathon Petroleum Corporation, Shareholder Services Office, 539 South Main Street, Findlay, OH 45840. Shareholders sharing an address who now receive multiple copies of the proxy materials may request delivery of a single set by calling us at the above number or writing to us at the above address.

Q.	What constitutes a quorum?

A.	Under our Bylaws, a quorum is a majority of the voting power of the outstanding shares of stock entitled to vote. Both abstentions and broker non-votes are counted in determining whether a quorum is present for the meeting.

Q.	Will any other matters be presented at the Annual Meeting?

A.

If any matters are presented at the Annual Meeting other than the proposals on the proxy card, the Proxy Committee will vote on them using their best judgment. Your signed proxy card, or Internet or telephone vote, provides this authority. Under our Bylaws, notice of any matter (including director nominations outside of our proxy access process) to be presented by a shareholder for a vote at the Annual Meeting must have been received by December 15, 2019 , and must have been accompanied by certain information about the shareholder presenting it.

Q.	How are proxies solicited and what are the costs of proxy solicitation?

A.

We will pay the costs of this solicitation of proxies. In addition to soliciting proxies by mail, our directors, officers and employees may solicit proxies by telephone, in person or by other means. They will not receive any extra compensation for this work. We intend to retain Innisfree M&A Incorporated, a professional proxy soliciting organization, and Okapi Partners LLC, a professional proxy soliciting organization, to assist with the solicitation of proxies for fees of approximately $18,500 and $75,000, respectively, plus a charge for telephone solicitations and reimbursement for certain expenses. We will also make arrangements with brokerage firms and other custodians, nominees and fiduciaries to forward proxy solicitation material to the beneficial owners of common stock, and we will reimburse them for reasonable out-of-pocket expenses that they incur in connection with forwarding the material.

Q.	When must shareholder proposals and director nominations be submitted for the 2021 Annual Meeting?

A.

In accordance with our Bylaws, shareholder proposals submitted for inclusion in our 2021 Proxy Statement must be received in writing by our Corporate Secretary no later than the close of business on November 16, 2020 . Notices of shareholder director nominations for inclusion in our 2021 Proxy Statement must be received by our Corporate Secretary on or after October 17, 2020 , and no later than November 16, 2020 , and must comply with our proxy access Bylaw provisions. Shareholder proposals (including director nominations) submitted outside the process for inclusion in our 2021 Proxy Statement must be received from shareholders of record on or after November 16, 2020 , and no later than December 16, 2020 , and must be accompanied by certain information about the shareholder making the proposal, in accordance with our Bylaws.

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