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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
Date of Report (Date of Earliest Event Reported):
 
June 1, 2020
(
May 27, 2020
)

Marathon Oil Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware
1-1513
25-0996816
_____________________________________________
 (State or other jurisdiction
_______________________________
 (Commission
__________________________________
 (I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
 
 
 
 
 
5555 San Felipe Street,
Houston,
Texas
 
 
77056-2723
____________________________________________________________
 (Address of principal executive offices)
 
 
___________________________________________
 (Zip Code)
 
 
 
Registrant’s telephone number, including area code:
(713)
629-6600
 

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:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common Stock, par value $1.00
 
MRO
 
New York Stock Exchange
 

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).
 
 
Emerging growth company
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.







Item 5.07. Submission of Matters to a Vote of Security Holders.
Marathon Oil Corporation's Annual Meeting of Stockholders was held on May 27, 2020. In connection with the meeting, proxies were solicited pursuant to the Securities Exchange Act of 1934. Following are the voting results on the matters voted upon at the meeting, all of which are described more fully in our 2020 Proxy Statement.
1. Each of our directors was elected for a term expiring in 2021.
NOMINEE
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER NON-VOTES
Gregory H. Boyce
511,177,075
18,942,088
1,794,932
139,124,733
Chadwick C. Deaton
489,772,383
40,307,960
1,833,752
139,124,733
Marcela E. Donadio
519,992,350
10,142,724
1,779,021
139,124,733
Jason B. Few
525,587,326
4,399,675
1,927,094
139,124,733
Douglas L. Foshee
517,692,068
12,390,332
1,831,695
139,124,733
M. Elise Hyland
525,932,273
4,145,357
1,836,465
139,124,733
Lee M. Tillman
511,403,696
17,496,179
3,014,220
139,124,733
J. Kent Wells
520,979,362
9,060,804
1,873,929
139,124,733
2. PricewaterhouseCoopers LLP was ratified as our independent registered public accounting firm for 2020.
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
647,189,907
20,446,550
3,402,371
3. The compensation of our named executive officers was approved, on an advisory basis.
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER NON-VOTES
494,677,305
34,576,121
2,660,669
139,124,733






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.
 
 
 
 
 
 
 
Marathon Oil Corporation
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
June 1, 2020
 
By:
 
 /s/ Gary E. Wilson
 
 
 
 
 
 
 
 
 
Name: Gary E. Wilson
 
 
 
 
Title: Vice President, Controller and Chief Accounting Officer










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