false0000101778 0000101778 2020-05-01
2020-05-01
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date of Report (Date of
Earliest Event Reported):
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May 1, 2020
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(April 29, 2020)
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Marathon
Oil Corporation
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(Exact name of
registrant as specified in its charter)
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Delaware
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1-1513
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25-0996816
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(State or other
jurisdiction
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_______________________________
(Commission
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__________________________________
(I.R.S.
Employer
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of
incorporation)
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File Number)
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Identification
No.)
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5555 San Felipe
Street,
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Houston,
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Texas
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77056-2723
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(Address of principal
executive offices)
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___________________________________________
(Zip Code)
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Registrant’s telephone
number, including area code:
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(713)
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629-6600
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Not
Applicable
________________________________________________________________________________
Former name or
former address, if changed since last report
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each
class
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Trading Symbol
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Name of each exchange on
which registered
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Common Stock, par value
$1.00
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MRO
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New York Stock
Exchange
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Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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Emerging growth
company
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☐
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If an emerging growth
company, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act.
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☐
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Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(b)
Retirement of Executive Vice President, Operations
On April 29,
2020, T. Mitchell Little announced his retirement effective January
1, 2021. Effective May 4, 2020, Mr. Little will cease serving as
the Company’s executive vice president, operations and transition
to the role of executive vice president, advisor to the chief
executive officer with oversight for Equatorial Guinea
operations.
(c)
Appointment of Senior Vice President, Operations
On April 29,
2020, Mike Henderson, 50, was appointed, effective May 4, 2020, as
senior vice president, operations, pursuant to which he will
oversee our U.S. Resource Play businesses. In October 2017, Mr.
Henderson was appointed vice president, Resource Plays North, with
responsibility for Oklahoma and North Dakota, after having served
in successive regional vice president roles since 2013 and managing
operations in Oklahoma, North Dakota and Wyoming. Prior to his work
in the Resource Plays, Mr. Henderson was development manager for
International Production Operations in Equatorial Guinea and has
been involved in a number of Marathon Oil’s major projects in
Equatorial Guinea, Norway and the Gulf of Mexico over the course of
his career. Before joining Marathon Oil in 2004, he was employed by
ExxonMobil, where he served in a number of operations and project
management roles of increasing responsibility. Mr. Henderson earned
a bachelor's degree in electrical engineering and master's degree
in offshore engineering from Robert Gordon University,
Aberdeen.
In connection
with this appointment, the Compensation Committee of our Board of
Directors determined to increase Mr. Henderson’s annual cash bonus
target from 70% to 75%.
(e)
Reduction in Cash Compensation
As
part of the Company’s broad-based effort to respond to the COVID-19
pandemic, the Company is implementing cost reduction measures
including the base salary reductions described below.
The
Company’s President and Chief Executive Officer, the Company’s
Chief Financial Officer, each of the other three most highly paid
executive officers serving as of December 31, 2019 (our Named
Executive Officers) and certain other members of the Company’s
executive leadership team will experience temporary base salary
reductions of 10% from May 4, 2020 through December 31, 2020. The
temporarily adjusted base salaries will not be used to calculate
annual cash bonus or severance benefits, which are partially or
wholly derived based on base salary.
The
Company’s Board of Directors has also agreed to a temporary
reduction of annual cash retainer fees for non-employee directors
of 20% for the third and fourth quarter of 2020.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
The following are
furnished as Exhibits to this Current Report on Form
8-K.
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99.1
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104
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Cover Page
Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL Document
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Marathon Oil
Corporation
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May 1, 2020
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By:
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/s/ Gary E.
Wilson
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Name: Gary
E. Wilson
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Title: Vice
President, Controller and Chief Accounting Officer
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