8-K

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): January 11, 2021 ( January 6, 2021 )

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 6, 2021, the Board of Directors of Marathon Oil Corporation elected Brent Smolik as a member of the Board, effective as of January 11, 2021. Effective January 11, 2021, the size of the Board also increased to nine. In addition, the Board determined that Mr. Smolik was independent and appointed him as a member of the Corporation’s Audit and Finance Committee and the Corporate Governance and Nominating Committee.

Mr. Smolik will participate in the Marathon Oil Corporation Non-Employee Director Compensation Package, which was amended as of January 1, 2021. Under the package, Mr. Smolik will receive an annual cash retainer of $95,000 and an annual restricted stock unit award of $150,000. There are no arrangements or understandings between Mr. Smolik and any other person pursuant to which he was elected as a director.

Excluding the previously disclosed temporary reductions to the cash retainer fees for the third and fourth quarter of 2020, the amended Non-Employee Director Compensation Package reduces the annual non-employee director compensation for 2021 by approximately 25%, exclusive of chair fees.

A copy of the press release announcing the appointment of Mr. Smolik is attached as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

99.1	Press release of Marathon Oil Corporation, dated January 11, 2021
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document

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
January 11, 2021	By:	/s/ Gary E. Wilson
		Name: Gary E. Wilson
		Title: Vice President, Controller and Chief Accounting Officer

EX-99.1

Exhibit 99.1

Brent Smolik elected to Marathon Oil Corporation Board of Directors

HOUSTON, January 11, 2021 - Marathon Oil Corporation (NYSE:MRO) announced today that Brent Smolik has been elected to the Company’s board of directors, effective January 11, 2021.

“We are pleased to welcome Brent to Marathon’s board of directors,” said Chairman, President and CEO Lee Tillman. “The addition of Brent complements our board of directors' skills and experiences, and we believe he will provide a valuable perspective as we continue to execute our strategy of delivering competitive and improving corporate level returns, prioritizing sustainable cash flow generation, and returning capital to shareholders.”

Mr. Smolik, 59, has over 35 years of experience in the oil and natural gas industry, including senior executive leadership roles at Noble Energy Corporation, Noble Midstream Partners LP, EP Energy Corporation, El Paso Corporation, ConocoPhillips and Burlington Resources, Inc. He retired from his role as president and chief operating officer at Noble Energy, following its merger with Chevron in 2020. Mr. Smolik previously served on the boards of Noble Midstream Partners LP, Cameron International and EP Energy Corporation.

Media Relations Contact

Stephanie Gentry: 713-296-3307

Investor Relations Contacts

Guy Baber: 713-296-1892

John Reid: 713-296-4380

XML

Document and Entity Information Document	Jan. 06, 2021
8-K Cover [Abstract]
Title of 12(b) Security	Common Stock, par value $1.00
Entity Emerging Growth Company	false
Document Period End Date	Jan. 11, 2021
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Entity Registrant Name	Marathon Oil Corporation
Entity File Number	1-1513
Entity Tax Identification Number	25-0996816
Entity Address, Address Line One	5555 San Felipe Street,
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77056-2723
City Area Code	(713)
Local Phone Number	629-6600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Amendment Flag	false
Entity Central Index Key	0000101778
Trading Symbol	MRO
Security Exchange Name	NYSE