8-K 1 mro-20198kannualmeeting.htm 8-K Document


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):
 
May 30, 2019 (May 29, 2019)
Marathon Oil Corporation
__________________________________________
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
1-5153
25-0996816
_____________________
 (State or other jurisdiction
_____________
 (Commission
______________
 (I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
 
 
5555 San Felipe Street, Houston, Texas
 
77056
_________________________________
 (Address of principal executive offices)
 
___________
 (Zip Code)
 
 
 
Registrant's telephone number, including area code:
 
(713) 629-6600
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
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))
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.
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.
NOMINEE
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER NON-VOTES
Gregory H. Boyce
600,881,379
9,618,060
603,659
99,162,074
Chadwick C. Deaton
588,365,266
22,114,157
623,675
99,162,074
Marcela E. Donadio
606,883,157
3,652,950
566,991
99,162,074
Jason B. Few
606,242,870
4,245,007
615,221
99,162,074
Douglas L. Foshee
604,970,045
5,497,600
635,453
99,162,074
M. Elise Hyland
607,958,298
2,561,069
583,731
99,162,074
Lee M. Tillman
591,091,899
18,392,241
1,618,958
99,162,074
J. Kent Wells
606,349,295
4,119,623
634,180
99,162,074
2. PricewaterhouseCoopers LLP was ratified as our independent registered public accounting firm for 2019.
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
677,911,143
31,380,084
973,945
3. The compensation of our named executive officers was approved, on an advisory basis.
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER NON-VOTES
573,847,000
36,806,431
1,449,667
99,162,074
4. The Marathon Oil Corporation 2019 Incentive Compensation Plan was approved.
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER NON-VOTES
577,818,549
32,102,826
1,181,723
99,162,074





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
  
 
 
 
May 30, 2019
 
By:
 /s/ Gary E. Wilson
 
 
 
Name: Gary E. Wilson
 
 
 
Title: Vice President, Controller
and Chief Accounting Officer