Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 2, 2020 ( November 30, 2020 )
Marathon Oil Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-1513 25-0996816
 (State or other jurisdiction
 (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On November 30, 2020, Reginald D. Hedgebeth, executive vice president, general counsel, secretary and chief administrative officer for Marathon Oil Corporation, gave notice of his plans to resign as an officer of the Company, effective December 2, 2020. Mr. Hedgebeth will remain with the Company through the end of the year as legal advisor. Mr. Hedgebeth’s decision to resign was not due to any disagreement with the Company’s operations, policies or practices. The Company thanks Mr. Hedgebeth for his many contributions to the Company.

(e) There will be no change to Mr. Hedgebeth’s compensatory plans in connection with his resignation.


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
December 2, 2020   By:    /s/ Gary E. Wilson
        Name: Gary E. Wilson
        Title: Vice President, Controller and Chief Accounting Officer