Document
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 16, 2016
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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.) |
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539 South Main Street Findlay, Ohio | | 45840
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(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:
(419) 422-2121
(Former name or former address, if changed since last report.)
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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:
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The Board of Directors of Marathon Petroleum Corporation (the “Company”) has approved an amendment to the Company’s Amended and Restated Bylaws, effective December 16, 2016, to establish January 9, 2017 as the date by which a stockholder who timely requested the form of certain director nominating documents pursuant to the prescribed timeliness provisions within the Company’s Amended and Restated Bylaws must submit any director nomination in connection with the Company’s 2017 annual meeting. The foregoing is a summary of the amendment to the Company’s Amended and Restated Bylaws incorporated into Section 2.10(b), which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number | | Description |
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3.1 | | Amendment to Section 2.10(b) of the Amended and Restated Bylaws of Marathon Petroleum Corporation. |
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.
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| Marathon Petroleum Corporation |
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Date: December 16, 2016 | By: | | /s/ Molly R. Benson |
| | | Name: Molly R. Benson |
| | | Title: Vice President, Corporate Secretary and Chief Compliance Officer |
Index to Exhibits
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Exhibit Number | | Description |
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3.1 | | Amendment to Section 2.10(b) of the Amended and Restated Bylaws of Marathon Petroleum Corporation. |