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 7, 2021

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Marathon Petroleum Corporation

(Exact name of registrant as specified in its charter)

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Delaware	001-35054	27-1284632
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

539 South Main Street, Findlay, Ohio 45840

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (419) 422-2121

_____________________________________________

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(s)	Name of each exchange on which registered
Common Stock, par value $.01	MPC	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 13, 2021, Marathon Petroleum Corporation (the “Company”) announced the appointment of Maryann T. Mannen to serve as its Executive Vice President and Chief Financial Officer effective January 25, 2021. In this capacity, Ms. Mannen will be the Company’s principal financial officer.

Ms. Mannen, 58, previously served as Executive Vice President and Chief Financial Officer of TechnipFMC (a successor to FMC Technologies, Inc.), a global leader in subsea, onshore/offshore, and surface projects for the energy industry, from January 2017 to January 2021. From March 2014 to January 2017, she served as Executive Vice President and Chief Financial Officer of FMC Technologies, Inc. As Chief Financial Officer, she was responsible for the overall financial management of TechnipFMC, its financial reporting and for multiple corporate functions. Prior to serving as Chief Financial Officer, Ms. Mannen served in various positions of increasing responsibility with FMC Technologies, including as Senior Vice President and Chief Financial Officer from 2011 to early 2014. Before joining FMC Technologies, Inc. in 1986, Ms. Mannen served as Finance Manager for Sheller-Globe Corporation. Ms. Mannen currently is a member of the board of directors of Owens Corning.

In connection with Ms. Mannen’s appointment as the Company’s Executive Vice President and Chief Financial Officer, she will be entitled to receive an annual base salary of $925,000. Ms. Mannen will be eligible to participate in the Company’s annual cash bonus program with a target bonus opportunity equal to 110% of her base salary. Her actual bonus will be based on performance relative to the performance goals established under the annual cash bonus program. Ms. Mannen will also receive a one-time grant of restricted stock units with a grant date value of $3,500,000. This grant is being made under the Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan on February 1, 2021 and will vest in three substantially equal annual installments starting on the first anniversary of the grant date, subject to Ms. Mannen’s continued service with the Company through the applicable vesting dates. In addition, Ms. Mannen’s target long-term incentive grant value for 2021 will be $4,000,000.

Ms. Mannen will also be eligible to participate in the Company’s other benefit plans and programs such as health and life insurance, income protection in a circumstance of long-term and short-term disability, relocation assistance and retirement and severance benefits plans, descriptions of which are included in the Company’s Definitive Proxy Statement for the 2020 Annual Meeting of Shareholders, filed on Schedule 14A with the Securities and Exchange Commission on March 16, 2020.

Other than with respect to the compensation matters described above, there are no arrangements or understandings between Ms. Mannen and any other persons pursuant to which Ms. Mannen was appointed the Company’s Executive Vice President and Chief Financial Officer. There are also no family relationships between Ms. Mannen and any director or executive officer of the Company and Ms. Mannen has no direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Mannen will succeed Donald C. Templin, who previously announced his retirement on November 11, 2020. Mr. Templin will continue to serve as an Executive Vice President of the Company in an advisory capacity through June 2021 to assist with the transition. Mr. Templin will not receive a salary during this period but will continue to accrue service with the Company in accordance with the applicable terms of the Company’s policies and plans.

Item 8.01 Other Events.

A copy of the press release announcing certain of the matters described under Item 5.02 of this Current Report on Form 8-K is filed herewith as Exhibit 99.1 and is incorporated by reference in this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated January 13, 2021
104	Cover Page Interactive Data File (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 Petroleum Corporation
Date: January 13, 2021	By:	/s/ Molly R. Benson
		Name: Molly R. Benson
		Title: Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary

EX-99.1

Marathon Petroleum Corp. Names Maryann T. Mannen as Chief Financial Officer

FINDLAY, Ohio, Jan. 13, 2021 – Marathon Petroleum Corporation (NYSE: MPC) today announced that Maryann T. Mannen will join the company as Executive Vice President and Chief Financial Officer effective January 25. Ms. Mannen will succeed retiring CFO Donald C. Templin.

“Having spent nearly a decade as CFO in the energy services and manufacturing sectors, Maryann brings the financial acumen and strategic leadership experience critical for delivering our business transformation objectives, including strict capital discipline and overall expense management to lower our cost structure,” said President and Chief Executive Officer Michael J. Hennigan. “I’m excited for the perspective and business insights Maryann will add to our executive team, as we work together to continue strengthening our financial and competitive positions.”

Since 2017, Ms. Mannen has served as Executive Vice President and Chief Financial Officer of TechnipFMC, a leading global engineering services and energy technology company incorporated in the United Kingdom and headquartered in Paris and Houston, with listings on the NYSE and Euronext Paris. From 2011 to 2017, she was Chief Financial Officer at FMC Technologies, prior to its merger with Technip SA, which Ms. Mannen played a key role in negotiating and executing. Before that, she served as the company’s Deputy Chief Financial Officer and Treasurer from 2010 to 2011 and Vice President of Administration from 2007 to 2010. Prior to joining FMC Technologies in 1986, Ms. Mannen was Finance Manager for Sheller-Globe Corporation.

Ms. Mannen holds a bachelor’s degree in accounting and a master of business administration degree from Rider University. She is a member of the Owens Corning board of directors and has served as the audit committee chair since 2019.

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About Marathon Petroleum Corporation

Marathon Petroleum Corporation (MPC) is a leading, integrated, downstream energy company headquartered in Findlay, Ohio. The company operates the nation's largest refining system. MPC's marketing system includes branded locations across the United States, including Marathon brand retail outlets. Speedway LLC, an MPC subsidiary, owns and operates retail convenience stores across the United States. MPC also owns the general partner and majority limited partner interest in MPLX LP, a midstream company that owns and operates gathering, processing, and fractionation assets, as well as crude oil and light product transportation and logistics infrastructure. More information is available at www.marathonpetroleum.com.

Investor Relations Contact: (419) 421-2071

Kristina Kazarian, Vice President, Investor Relations

Media Contact:

Jamal Kheiry, Manager, Corporate Communications (419) 421-3312

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of federal securities laws regarding Marathon Petroleum Corporation (MPC). These forward-looking statements relate to, among other things, expectations, estimates and projections concerning the business and operations, strategy and value creation plans of MPC. You can identify our forward-looking statements by words such as "anticipate," "believe," "budget," "commitment," "design," "estimate," "expect," "focus," "forecast," "forward," "goal," "guidance," "imply," "intend," "look," "objective," "opportunity," "outlook," "plan," "policy," "position," "potential," "predict," "priority," "project," "projection," "proposition," "prospective," "pursue," "schedule," "seek," "strategy," "target," "could," "may," "should," "would," "will" or other similar expressions

that convey the uncertainty of future events or outcomes. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the company's control and are difficult to predict. We have based our forward-looking statements on our current expectations, estimates and projections about our industry and our company. We caution that these statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties and assumptions that we cannot predict and many of which are beyond our control. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in our forward-looking statements. In accordance with "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we have included in MPC's Form 10-K for the year ended Dec. 31, 2019, Forms 10-Q and other SEC filings, cautionary language identifying important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements. Copies of MPC's Form 10-K, Forms 10-Q and other SEC filings are available on the SEC’s website, MPC's website at https://www.marathonpetroleum.com/Investors/ or by contacting MPC's Investor Relations office.

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Document and Entity Information	Jan. 07, 2021
Cover [Abstract]
Entity Central Index Key	0001510295
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Document Type	8-K
Document Period End Date	Jan. 07, 2021
Entity Registrant Name	Marathon Petroleum Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35054
Entity Tax Identification Number	27-1284632
Entity Address, Address Line One	539 South Main Street
Entity Address, City or Town	Findlay
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45840
City Area Code	419
Local Phone Number	422-2121
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.01
Trading Symbol	MPC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false