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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 11, 2024
_____________________________________________
Marathon Petroleum Corporation
(Exact name of registrant as specified in its charter)
_____________________________________________
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 classTrading
symbol(s)		Name of each exchange on which registered
Common Stock, par value $.01MPCNew 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Principal Executive Officer

On May 11, 2024, the board of directors (the “Board”) of Marathon Petroleum Corporation (the “Company”) appointed Maryann T. Mannen as Chief Executive Officer of the Company, effective August 1, 2024. In this capacity, she will be the Company’s principal executive officer. Ms. Mannen will succeed Michael J. Hennigan, who will cease to serve as the Chief Executive Officer of the Company effective August 1, 2024.

Also effective August 1, 2024, Mr. Hennigan has been elected Executive Chairman of the Board, and current Chairman of the Board John P. Surma has been elected Lead Director. In electing Mr. Hennigan Executive Chairman, on May 11, 2024, the Board approved an extension of his continued service as an executive officer of the Company. As a result, the mandatory retirement policy, that otherwise requires the retirement of an executive officer coincident with, or immediately following, the first of the month after reaching age 65, has been waived indefinitely as to Mr. Hennigan.

Ms. Mannen, 61, has served as the Company’s President since January 1, 2024, and will continue as President in addition to her role as Chief Executive Officer. She previously served as Executive Vice President and Chief Financial Officer since January 25, 2021. She has also served as a member of the board of directors of MPLX GP LLC (“MPLX”), the general partner of MPLX LP and an indirect, wholly owned subsidiary of the Company, since February 1, 2021, and, effective August 1, 2024, has been appointed as the President and Chief Executive Officer of MPLX. Before joining the Company, Ms. Mannen 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, since 2017, having previously served as Executive Vice President and Chief Financial Officer of FMC Technologies, Inc. since 2014, Senior Vice President and Chief Financial Officer since 2011, and in various positions of increasing responsibility with FMC Technologies, Inc. since 1986. Ms. Mannen serves on the board of directors of Owens Corning, where she has served as the audit committee chair since 2019.

Mr. Hennigan's current annual base salary as the Company’s Chief Executive Officer is $1,750,000, and his current target bonus opportunity under the Company’s annual cash bonus (“ACB”) program is equal to 165% of his base salary. His actual bonus is based on performance relative to the performance goals established under the ACB program. Mr. Hennigan's target award value under the Company’s long-term incentive ("LTI") program was $14,800,000 for 2024. Ms. Mannen's current annual base salary as the Company’s President is $1,050,000, and her current target bonus opportunity under the Company’s ACB program is equal to 120% of her base salary. Her actual bonus is based on performance relative to the performance goals established under the ACB program. Ms. Mannen's target award value under the Company’s LTI program was $5,000,000 for 2024. Descriptions of the ACB and LTI programs are included in the Company’s Definitive Proxy Statement for the 2024 Annual Meeting of Shareholders, filed on Schedule 14A with the Securities and Exchange Commission on March 14, 2024 (the “2024 Proxy Statement”). Mr. Hennigan and Ms. Mannen will also continue to 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 and retirement and severance benefits plans, descriptions of which are included in the 2024 Proxy Statement.

As the new roles of Mr. Hennigan as Executive Chairman and Ms. Mannen as Chief Executive Officer are not effective until August 1, 2024, any associated compensation adjustments have not been determined. The Company will file an amendment to this Current Report on Form 8-K disclosing any associated compensation adjustments when they are determined.

Election of Director

On May 11, 2024, the Board increased the size of the Board to fourteen members and elected Ms. Mannen as a director of the Company, with such increase and election effective August 1, 2024. Ms. Mannen was appointed to serve on the Board’s Sustainability and Public Policy Committee, also effective August 1, 2024. As an officer of the Company, Ms. Mannen will not receive compensation for her services as a member of the Board.

Other than with respect to the employment and compensation matters described above, there are no arrangements or understandings between Ms. Mannen and any other persons pursuant to which Ms. Mannen was appointed as the Company’s Chief Executive Officer or as a member of the Board. There are 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.

Item 8.01
Other Events
On May 13, 2024, the Company issued a press release announcing the leadership changes reported above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.



Item 9.01Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number
 Description
 Press Release issued by Marathon Petroleum Corporation on May 13, 2024
104Cover 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: May 13, 2024By:/s/ Molly R. Benson
Name: Molly R. Benson
Title: Chief Legal Officer and Corporate Secretary


image_0.jpg

Marathon Petroleum Corp. Announces Leadership Transition Effective August 1, 2024

•Maryann Mannen elected President and CEO, will join the Board of Directors
•Mike Hennigan to transition from CEO to Executive Chairman of the Board of Directors
•John Surma elected Lead Independent Director
FINDLAY, Ohio, May 13, 2024 – Marathon Petroleum Corp. (NYSE: MPC) today announced its leadership transition plan, with all positions effective August 1, 2024. At that time, MPC President Maryann T. Mannen will succeed Michael J. Hennigan as Chief Executive Officer and will join the Board of Directors; Hennigan will transition from CEO to Executive Chairman of the Board; and, continuing as the Board’s strong independent voice, MPC Chairman John Surma has been elected to serve as Lead Director.

Hennigan has led MPC as CEO since March 2020 and joined the Board of Directors in April 2020. Mannen has served as President since January of this year, after previously serving as Executive Vice President and Chief Financial Officer since January 2021. Surma became independent Chairman of the Board in April 2020, having served as a member of the Board since 2011.

“Mike’s leadership of MPC has been marked by a time of tremendous success,” said Surma. “On behalf of the Board of Directors, I want to thank Mike, Maryann and the entire team for their relentless pursuit of shareholder value. Our team’s commitment to MPC’s core values of safety and environmental stewardship, integrity, respect, inclusion and collaboration has been foundational to realizing great achievements.”

During Hennigan’s leadership as CEO, MPC’s accomplishments include:
•Delivering on transformative strategic priorities to structurally lower cost, improve commercial performance and increase competitiveness of the company’s portfolio;
•Strategic sale of the retail business, resulting in robust capital return program;
•Return of approximately $37 billion to MPC shareholders through dividends and share repurchases, for total shareholder return, with dividends reinvested, of 918% since March 2020; and
•Significant growth of the midstream business operated by subsidiary MPLX LP, including expansion in the Marcellus, Utica and Permian basins.

“We are pleased to have Mike serve as Executive Chairman of the Board as we focus on a successful and seamless transition,” continued Surma. “The Board unanimously supports and looks forward to Maryann’s leadership as our next CEO. It’s an exciting time in the energy sector, and she will take the helm of a company with exceptional employees and an outstanding set of assets.”

Regarding Mannen’s election, Hennigan noted, “Our confidence in Maryann as the right leader for our company is based on her contributions to the MPC success story, as well as her proven track record as an energy-sector veteran of 38 years. She has demonstrated a keen understanding of our business, clear judgment and a strong financial expertise that will serve shareholders well.”

Mannen shared, “I am honored by the trust placed in me to lead this great company. My priorities align with those that have made us the peer-leading energy investment we are today – an unwavering focus on


safety, the environment and operational performance as we pursue commercial results that translate into greater shareholder value. I’m excited about our future.”

About Maryann Mannen
Mannen was elected MPC President effective January 2024, having previously served as Executive Vice President and CFO since January 2021. She has also served as a member of the Board of Directors of the general partner of MPLX LP since February 2021. Before joining MPC, Mannen served as Executive Vice President and Chief Financial Officer of TechnipFMC (a successor to FMC Technologies, Inc.), a leading global engineering services and energy technology company, since 2017. She previously served as Executive Vice President and Chief Financial Officer of FMC Technologies, Inc. since 2014, as Senior Vice President and Chief Financial Officer since 2011, and in various positions of increasing responsibility with FMC Technologies, Inc. since 1986. Mannen also serves on the board of directors of Owens Corning, an insulation, roofing and fiberglass composites company.

About Mike Hennigan
Hennigan was elected MPC CEO effective March 2020. He has served as a member of the Board of Directors since April 2020. Hennigan has also served as Chairman of the Board of Directors of the general partner of MPLX LP since April 2020, as its CEO since November 2019 and as its President since June 2017. Before joining the general partner of MPLX LP, Hennigan was President, Crude, NGL and Refined Products of the general partner of Energy Transfer Partners L.P. He was President and Chief Executive Officer of Sunoco Logistics Partners L.P. from 2012 to 2017, President and Chief Operating Officer beginning in 2010, and Vice President, Business Development, beginning in 2009. Hennigan also serves on the board of directors of Nutrien, a Canadian agricultural services company.

About John Surma
Surma was elected Chairman of the MPC Board of Directors effective April 2020, after joining the Board in 2011. He has also served as a member of the Board of Directors of the general partner of MPLX LP since October 2012. Surma retired as the Chief Executive Officer of United States Steel Corporation in September 2013 and as Executive Chairman in December 2013. Prior to joining U. S. Steel, Surma served in several executive positions with Marathon. Surma also serves on the board of directors of Trane Technologies plc, a global climate innovator that designs, manufactures, sells and services solutions for heating, ventilation and air conditioning, transport refrigeration and custom refrigeration solutions, as well as the Board of Directors of Public Service Enterprise Group (PSEG), a diversified energy company.

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. 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 Contacts: (419) 421-2071
Kristina Kazarian, Vice President, Finance and Investor Relations
Brian Worthington, Director, Investor Relations
Kenan Kinsey, Supervisor, Investor Relations

Media Contact: (419) 421-3577
Jamal Kheiry, Communications Manager

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May 11, 2024
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Document Period End Date May 11, 2024
Entity Registrant Name Marathon Petroleum Corporation
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Entity Tax Identification Number 27-1284632
Entity Address, Address Line One 539 South Main Street
Entity Address, City or Town Findlay
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