MPC DEF 14A DEF-14A Report March 13, 2023 | Alphaminr
Marathon Petroleum Corp

MPC DEF 14A Report ended March 13, 2023

MARATHON PETROLEUM CORP
10-Qs and 10-Ks
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Quarter ended March 31, 2025
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Fiscal year ended Dec. 31, 2024
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Quarter ended Sept. 30, 2024
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Quarter ended Sept. 30, 2012
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Quarter ended March 31, 2012
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Fiscal year ended Dec. 31, 2011
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Quarter ended Sept. 30, 2011
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Quarter ended June 30, 2011
PROXIES
DEF 14A
Filed on March 17, 2025
DEF 14A
Filed on March 14, 2024
DEF 14A
Filed on March 13, 2023
DEF 14A
Filed on March 14, 2022
DEF 14A
Filed on March 15, 2021
DEF 14A
Filed on March 16, 2020
DEF 14A
Filed on March 14, 2019
DEF 14A
Filed on March 15, 2018
DEF 14A
Filed on March 15, 2017
DEF 14A
Filed on March 15, 2016
DEF 14A
Filed on March 16, 2015
DEF 14A
Filed on March 18, 2014
DEF 14A
Filed on March 14, 2013
DEF 14A
Filed on March 14, 2012
TABLE OF CONTENTS
Shareholders of record at the close of business on Wednesday, March 1, 2023, are entitled to vote at the Annual Meeting. See FAQs About Voting and the Annual Meeting beginning on page 86 for more information.printPROXY SUMMARY EXECUTIVE COMPENSATIONCORPORATE GOVERNANCE Proposal 3. Advisory Vote to Approve Named Executive Officer Compensation Proposal 1. Election of Directors Executive SummaryDirector Skills, Expertise and Demographic Matrix Decision-Making Process and Key InputsprintDirector Biographies Executive Compensation Program for 2022printOur Governance Framework Compensation MixprintBoard Composition and Director Selection Base SalaryprintDirector Independence Annual Cash BonusprintDirector Candidates Long-Term Incentive CompensationprintCommitment to Board Diversity Other BenefitsprintBoard Refreshment Compensation GovernanceprintDirector Skills and Expertise Compensation and Organization Development Committee ReportprintDirector Orientation and EducationprintExecutive Compensation TablesprintDirector CommitmentsprintMajority Voting for Directors MANAGEMENT PROPOSALSProxy Accessprint Proposal 4. Amend Certificate of Incorporation to Declassify the BoardBoard Leadership and FunctionprintIndependent Chairman of the Boardprint Proposal 5: Amend Certificate of Incorporation to Eliminate Supermajority ProvisionsBoard Meetings and AttendanceprintBoard Committees Proposal 6. Amend Certificate of Incorporation to Increase the Maximum Size of the BoardBoard EvaluationsprintCommunicating with the Board SHAREHOLDER PROPOSALSKey Areas of Board OversightprintOversight of Risk Management Proposal 7. Simple Majority VoteOversight of Political Engagement and Public Policy Proposal 8. Amendment to Existing Clawback ProvisionsOversight of Climate Riskprint Proposal 9. Report on Just TransitionOversight of Human Capital Management and Succession Planningprint Proposal 10. Audited Report on Asset Retirement ObligationsOversight of CybersecurityprintDirector Compensation OTHER INFORMATION2022 Director Compensation TableprintStock Ownership InformationprintSUSTAINABILITY AT MPC Related Party TransactionsOur Approach to Stakeholder Engagement FAQs About Voting and the Annual MeetingprintLowering Our Carbon Footprint and Conserving Natural Resources APPENDICES A-1Human Capital Management Appendix I. Non-GAAP Financial Measures A-1printHuman Rights Appendix II. Proposed Amendment to Certificate of Incorporation (Proposal 4)printAdvancing Supply Chain Sustainability A-3printPreparing for a Just and Responsible Transition Appendix III. Proposed Amendment to Certificate of Incorporation (Proposal 5) A-5printAUDIT MATTERS Appendix IV. Proposed Amendment to Certificate of Incorporation (Proposal 6) A-6 Proposal 2. Ratify Independent Auditor for 2023Appendix V. Proposed Combined Amendment to Certificate of Incorporation (Proposals 4, 5 and 6)printAuditor Fees and Services A-7printAudit Committee Reportprint