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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
14A
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Proxy Statement Pursuant to
Section 14(a) of
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the Securities Exchange Act of
1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than
the Registrant o
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Check the appropriate
box:
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Preliminary Proxy
Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy
Statement
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Definitive Additional
Materials
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Soliciting Material under
§240.14a-12
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Marathon Oil
Corporation
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(Name of Registrant as
Specified In Its Charter)
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(Name of Person(s) Filing
Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check
the appropriate box):
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x
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No fee required.
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Fee computed on table below
per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of
securities to which transaction applies:
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(2)
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Aggregate number of securities
to which transaction applies:
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(3)
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Per unit price or other
underlying value of 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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(4)
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Proposed maximum aggregate
value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with
preliminary materials.
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o
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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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(1)
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Amount Previously
Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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ADDITIONAL
INFORMATION REGARDING THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON WEDNESDAY, MAY 27, 2020
The following
Notice of Change of Location relates to the proxy statement of
Marathon Oil Corporation (the “Company”), filed April 9, 2020 (the
“Proxy Statement"), and furnished to stockholders of the Company on
or around April 15th in connection with the solicitation of proxies
by the Board of Directors of the Company for use at the 2020 Annual
Meeting of Stockholders to be held on Wednesday, May 27,
2020. These definitive additional materials are being filed
with the Securities and Exchange Commission and are being made
available to stockholders on or about April 29,
2020.
PLEASE READ
THIS NOTICE CAREFULLY IN CONJUNCTION WITH THE PROXY
STATEMENT
NOTICE OF
CHANGE OF LOCATION OF
2020 ANNUAL
MEETING OF STOCKHOLDERS
TO
BE HELD ON MAY 27, 2020
Dear Marathon
Oil Corporation Stockholders:
Due to continued
public health concerns related to the COVID-19 (Coronavirus)
pandemic, and to support the health and well-being of our
employees, stockholders and other associates, we are providing
notice that Marathon Oil Corporation (the “Company”) has changed
the location of its 2020 Annual Meeting of Stockholders (the Annual
Meeting).
The Annual Meeting will now be held in a virtual meeting (audio
only) format, there will be no physical
meeting, and you will not be able to attend the Annual Meeting in
person. The previously announced date and time of the meeting,
Wednesday, May 27, 2020 at 10:00 a.m. Central Time, will not
change.
As described in the
proxy materials previously distributed in connection with the
Annual Meeting, stockholders of record of our common stock as of
the close of business on March 31, 2020, the record date, are
entitled to participate in the Annual Meeting. You can attend the
Annual Meeting at
www.virtualshareholdermeeting.com/MRO2020 (the Virtual Meeting Website),
by entering the 16-digit control number found on your proxy card,
voting instruction form or notice you previously
received.
Authenticated
stockholders admitted to the Annual Meeting may submit questions,
vote your shares electronically and view our list of stockholders
entitled to vote by following the instructions that will be
available on the meeting website. If you do not have a control
number, you may attend the Annual Meeting as a guest, but will not
have the option to vote, view the stockholder list, or participate
during the Meeting.
The Annual Meeting
will begin promptly at 10:00 a.m. Central Time, so we encourage you
to access the meeting prior to the start time. Technicians will be
ready to assist you with any technical difficulties you may have
accessing the Virtual Meeting, and a technical support number will
be posted on the Virtual Meeting login page.
A recording of the
webcast of the 2020 Annual Meeting will be available to the public
at
www.virtualshareholdermeeting.com/MRO2020 as soon as practicable after
the completion of the Annual Meeting.
It is important
that you read the proxy materials previously distributed, and
whether or not you plan to attend the virtual-only Annual
Meeting, we encourage you to vote your shares promptly in
advance of the Annual Meeting at www.proxyvote.com,
or by one of the other methods described in the proxy materials.
The proxy card and voting instruction form included with the proxy
materials will not be updated to reflect the change from an
in-person meeting to a virtual-only meeting and may continue to be
used to vote shares in connection with the Annual
Meeting. If
you have already voted, no additional action is
required.
By Order of the
Board of Directors,
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Sincerely,
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Lee M.
Tillman
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Gregory H. Boyce
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Chairman, President and Chief
Executive Officer
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Independent Lead
Director
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Important
Notice Regarding the Availability of Proxy Materials for the 2020
Annual Meeting of Shareholders to be held on May 27,
2020
Our Proxy Statement
and Annual Report are available to our shareholders electronically
via the Internet. Shareholders may access the proxy materials
at
https://www.marathonoil.com/investor-center/annual-report-and-proxy/
or
www.proxyvote.com, or request a printed set of
the proxy materials be sent to them by following the instructions
in the Notice.
NEWS
RELEASE
Marathon Oil
to Hold Virtual-Only 2020 Annual Meeting of
Stockholders
HOUSTON, April
29, 2020 /PRNewswire/ -- Marathon Oil Corporation
(NYSE:MRO) announced today that its Board of Directors approved
changing its 2020 Annual Meeting of Stockholders to a virtual-only,
audio-only meeting. The previously announced physical in-person
gathering has been cancelled. The new format is intended only for
this year and is being done to support the well-being of the
Company’s employees, stockholders and other associates, as well as
the related protocols that have been or may be imposed by federal,
state and local governments in response to continued public health
concerns related to the COVID-19 (Coronavirus)
pandemic.
The Annual Meeting
will be held on the same date and time as previously announced,
Wednesday, May 27, 2020 at 10:00 a.m. Central Time. Stockholders of
record as of the close of business on March 31, 2020, the record
date, are entitled to participate in the Annual Meeting, submit
questions, vote their shares and view the list of stockholders
entitled to vote at www.virtualshareholdermeeting.com/MRO2020,
after entering the 16-digit control number found on the proxy card,
voting instruction form or notice previously received. This website
will contain instructions for participation in the virtual Annual
Meeting, and technical assistance will be available during
registration and during the Annual Meeting. Individuals who do not
have a control number may attend the Annual Meeting as a
guest.
Marathon Oil
encourages stockholders to read the proxy materials previously
distributed and urges them to vote in advance of the Annual Meeting
at www.proxyvote.com,
or by one of the other methods described in the proxy materials.
The proxy card and voting instruction form included with the proxy
materials will not be updated to reflect the change from an
in-person meeting to a virtual-only meeting and may continue to be
used to vote shares in connection with the Annual Meeting. If
a stockholder has already voted, no additional action is
required.
For additional
information regarding accessing and participating in the Annual
Meeting, please refer to the Company’s supplemental proxy materials
filed with the Securities and Exchange
Commission on April 29, 2020.
###
Forward-looking
Statements
This release
contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements, other than statements of
historical fact. Words such as “anticipate,” “believe,” “could,”
“estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,”
“outlook,” “plan,” “project,” “seek,” “should,” “target,” “will,”
“would,” or similar words may be used to identify forward-looking
statements; however, the absence of these words does not mean that
the statements are not forward-looking. While the Company believes
its assumptions concerning future events are reasonable, a number
of factors could cause actual results to differ materially from
those projected, including, but not limited to: conditions in the
oil and gas industry, including supply/demand levels for crude oil
and condensate, NGLs and natural gas and the resulting impact on
price; changes in political or economic conditions in the U.S. and
Equatorial Guinea; liability resulting from litigation;
non-performance by third parties of contractual obligations;
unforeseen hazards such as weather conditions, a health pandemic
(including COVID-19), acts of war or terrorist acts and the
government or military response thereto; cyber-attacks; changes in
safety, health, environmental, tax and other regulations,
requirements or initiatives, including initiatives addressing the
impact of global climate change, air emissions, or water
management; other geological, operating and economic
considerations; and the risk factors, forward-looking statements
and challenges and uncertainties described in the Company’s 2019
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
other public filings
and press
releases, available at
www.marathonoil.com. Except as
required by law, the Company undertakes no obligation to revise or
update any forward-looking statements as a result of new
information, future events or otherwise.
Media Relations
Contacts:
Lee Warren:
713-296-4103
Stephanie Gentry:
713-296-3307
Investor Relations
Contacts:
Guy Baber:
713-296-1892
John Reid:
713-296-4380
