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

MPC DEF 14A Report ended March 13, 2023

MARATHON PETROLEUM CORP
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PROXIES
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.PROXY 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 InputsDirector Biographies Executive Compensation Program for 2022Our Governance Framework Compensation MixBoard Composition and Director Selection Base SalaryDirector Independence Annual Cash BonusDirector Candidates Long-Term Incentive CompensationCommitment to Board Diversity Other BenefitsBoard Refreshment Compensation GovernanceDirector Skills and Expertise Compensation and Organization Development Committee ReportDirector Orientation and EducationExecutive Compensation TablesDirector CommitmentsMajority Voting for Directors MANAGEMENT PROPOSALSProxy Access Proposal 4. Amend Certificate of Incorporation to Declassify the BoardBoard Leadership and FunctionIndependent Chairman of the Board Proposal 5: Amend Certificate of Incorporation to Eliminate Supermajority ProvisionsBoard Meetings and AttendanceBoard Committees Proposal 6. Amend Certificate of Incorporation to Increase the Maximum Size of the BoardBoard EvaluationsCommunicating with the Board SHAREHOLDER PROPOSALSKey Areas of Board OversightOversight of Risk Management Proposal 7. Simple Majority VoteOversight of Political Engagement and Public Policy Proposal 8. Amendment to Existing Clawback ProvisionsOversight of Climate Risk Proposal 9. Report on Just TransitionOversight of Human Capital Management and Succession Planning Proposal 10. Audited Report on Asset Retirement ObligationsOversight of CybersecurityDirector Compensation OTHER INFORMATION2022 Director Compensation TableStock Ownership InformationSUSTAINABILITY AT MPC Related Party TransactionsOur Approach to Stakeholder Engagement FAQs About Voting and the Annual MeetingLowering Our Carbon Footprint and Conserving Natural Resources APPENDICES A-1Human Capital Management Appendix I. Non-GAAP Financial Measures A-1Human Rights Appendix II. Proposed Amendment to Certificate of Incorporation (Proposal 4)Advancing Supply Chain Sustainability A-3Preparing for a Just and Responsible Transition Appendix III. Proposed Amendment to Certificate of Incorporation (Proposal 5) A-5AUDIT 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)Auditor Fees and Services A-7Audit Committee Report