FALSE000010177800001017782023-05-242023-05-24



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 24, 2023

Marathon Oil Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware1-151325-0996816
_____________________________________________
 (State or other jurisdiction
_______________________________
 (Commission
__________________________________
 (I.R.S. Employer
of incorporation)File Number)Identification No.)
    
990 Town and Country BoulevardHouston,Texas 77024
____________________________________________________________
 (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 SymbolName of each exchange on which registered
Common Stock, par value $1.00 MRONew 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 5.07. Submission of Matters to a Vote of Security Holders.
Marathon Oil Corporation's Annual Meeting of Stockholders was held on May 24, 2023. 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 2023 Proxy Statement.
1. Each of our director nominees was elected for a term expiring in 2024.
NOMINEEVOTES FORVOTES AGAINSTVOTES ABSTAINEDBROKER NON-VOTES
Chadwick C. Deaton418,614,72512,877,678784,32978,989,113
Marcela E. Donadio409,543,65821,951,213781,86178,989,113
M. Elise Hyland415,821,30615,679,606775,82078,989,113
Holli C. Ladhani421,162,75410,329,320784,65878,989,113
Mark A. McCollum417,560,04913,924,252792,43178,989,113
Brent J. Smolik420,749,65610,753,674773,40278,989,113
Lee M. Tillman418,639,48112,826,401810,85078,989,113
Shawn D. Williams429,571,9161,914,524790,29278,989,113
2. PricewaterhouseCoopers LLP was ratified as our independent registered public accounting firm for 2023.
VOTES FORVOTES AGAINSTVOTES ABSTAINED
492,693,96517,625,306946,574
3. The compensation of our named executive officers was approved, on an advisory basis.
VOTES FORVOTES AGAINSTVOTES ABSTAINEDBROKER NON-VOTES
407,759,25423,143,2931,374,18578,989,113
4. “1 Year” was approved, on an advisory basis, as the frequency with which the Company should hold future advisory votes on the compensation of the Company’s named executive officers.
1 YEAR2 YEARS3 YEARSVOTES ABSTAINEDBROKER NON-VOTES
419,753,057901,01510,572,9391,049,72178,989,113
In light of the results of this advisory vote, the Board of Directors has determined that the Company will continue to hold an advisory vote on the compensation of our named executive officers every year until the next required stockholder advisory vote on this matter.



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 25, 2023 By:  /s/ Rob L. White
 
    Name: Rob L. White
    Title: Vice President, Controller and Chief Accounting Officer









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