Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In March, 2019, our board of directors approved the Marathon Oil Corporation 2019 Incentive Compensation Plan (the “2019 Plan”), subject to stockholder approval. As noted below, our stockholders approved the 2019 Plan at our annual meeting of stockholders held on May 29, 2019. The 2019 Plan became effective upon stockholder approval.
The 2019 Plan provides for the granting of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, stock awards, restricted stock awards, other stock-based awards, restricted stock units, dividend equivalent rights, cash awards, and performance awards to our employees, officers and directors. Up to a maximum of 27,900,000 shares of our common stock are available for issuance under the 2019 Plan.
Our Board will designate one or more committees of directors to determine the types of awards made under the 2019 Plan and to designate the award recipients. Consistent with past practice, we anticipate that the Compensation Committee will oversee administration of the 2019 Plan with respect to awards made to employees, and the Corporate Governance and Nominating Committee will oversee administration of the 2019 Plan with respect to awards made to non-employee directors. The applicable committee has full and exclusive power to administer and interpret the 2019 Plan and may adopt guidelines for administering the 2019 Plan as it deems necessary or proper.
The foregoing description of the 2019 Plan is qualified in its entirety by reference to the full text of the 2019 Plan, which is incorporated herein by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A, filed on April 12, 2019.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Marathon Oil Corporation's Annual Meeting of Stockholders was held on May 29, 2019. 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 2019 Proxy Statement.
1. Each of our directors was elected for a term expiring in 2020.
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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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600,881,379
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9,618,060
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603,659
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99,162,074
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Chadwick C. Deaton
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588,365,266
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22,114,157
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623,675
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99,162,074
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Marcela E. Donadio
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606,883,157
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3,652,950
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566,991
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99,162,074
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Jason B. Few
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606,242,870
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4,245,007
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615,221
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99,162,074
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Douglas L. Foshee
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604,970,045
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5,497,600
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635,453
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99,162,074
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M. Elise Hyland
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607,958,298
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2,561,069
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583,731
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99,162,074
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Lee M. Tillman
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591,091,899
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18,392,241
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1,618,958
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99,162,074
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J. Kent Wells
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606,349,295
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4,119,623
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634,180
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99,162,074
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2. PricewaterhouseCoopers LLP was ratified as our independent registered public accounting firm for 2019.
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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677,911,143
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31,380,084
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973,945
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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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573,847,000
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36,806,431
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1,449,667
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99,162,074
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4. The Marathon Oil Corporation 2019 Incentive Compensation Plan was approved.
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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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577,818,549
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32,102,826
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1,181,723
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99,162,074
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