false0000101778 0000101778 2020-05-27
2020-05-27
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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June 1,
2020
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(
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May 27, 2020
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)
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Marathon
Oil Corporation
__________________________________________
(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 5.07.
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.
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NOMINEE
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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BROKER NON-VOTES
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Gregory H. Boyce
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511,177,075
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18,942,088
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1,794,932
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139,124,733
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Chadwick C.
Deaton
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489,772,383
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40,307,960
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1,833,752
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139,124,733
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Marcela E.
Donadio
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519,992,350
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10,142,724
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1,779,021
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139,124,733
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Jason B. Few
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525,587,326
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4,399,675
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1,927,094
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139,124,733
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Douglas L.
Foshee
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517,692,068
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12,390,332
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1,831,695
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139,124,733
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M. Elise Hyland
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525,932,273
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4,145,357
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1,836,465
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139,124,733
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Lee M. Tillman
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511,403,696
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17,496,179
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3,014,220
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139,124,733
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J. Kent Wells
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520,979,362
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9,060,804
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1,873,929
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139,124,733
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2.
PricewaterhouseCoopers LLP was ratified as our independent
registered public accounting firm for 2020.
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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647,189,907
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20,446,550
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3,402,371
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3. The
compensation of our named executive officers was approved, on an
advisory basis.
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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BROKER NON-VOTES
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494,677,305
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34,576,121
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2,660,669
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139,124,733
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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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June 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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