form8k.htm
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):
 
April 28, 2010


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

Delaware
  
1-5153
  
25-0996816
         
(State or other jurisdiction
  
(Commission
  
(I.R.S. Employer
of incorporation)
  
File Number)
  
Identification No.)
 
  
 
  
 
5555 San Felipe Road, Houston, Texas
  
 
  
77056
         
(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:

 o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Item   5.07 Submission of Matters to a Vote of Security Holders.
 
The annual meeting of stockholders was held on April 28, 2010.  In connection with the meeting, proxies were solicited pursuant to the Securities Exchange Act of 1934.  The following are the voting results on proposals considered and voted upon at the meeting, all of which were described in Marathon's 2010 Proxy Statement.
 
1.
Votes regarding the persons elected to serve as directors for a term expiring in 2011 were as follows:
 
 
 
NOMINEE
 
VOTES FOR
VOTES
 AGAINST
VOTES
ABSTAINED
BROKER
NON-VOTES
         
Gregory H. Boyce
472,051,513
32,617,054
610,674
69,817,302
Clarence P. Cazalot, Jr.
497,802,286
6,874,973
601,982
69,817,302
David A. Daberko
462,854,666
40,879,106
1,545,469
69,817,302
William L. Davis
464,835,519
39,677,846
765,876
69,817,302
Shirley Ann Jackson
437,174,837
67,493,330
611,074
69,817,302
Philip Lader
462,263,019
41,441,362
1,574,860
69,817,302
Charles R. Lee
463,500,350
41,143,702
635,189
69,817,302
Michael E. J. Phelps
460,370,958
43,355,066
1,553,217
69,817,302
Dennis H. Reilley
462,519,898
41,219,029
1,540,314
69,817,302
Seth E. Schofield
458,893,864
45,614,023
771,354
69,817,302
John W. Snow
463,556,350
40,165,591
1,557,300
69,817,302
Thomas J. Usher
462,036,084
12,626,230
616,927
69,817,302
 
2.
PricewaterhouseCoopers LLP was ratified as our independent registered public accounting firm for 2010.  The voting results were as follows:
 
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
563,589,111
10,885,515
621,916

 
3.
The stockholder proposal requesting that the Board of Directors amend our By-laws and any other appropriate governing documents to give holders of 10% of Marathon’s outstanding common stock the power to call special stockholder meetings, including a large number of small stockholders that combine their holdings to equal the 10% of stockholders was approved.  The voting results were as follows:
 
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER NON-VOTES
253,988,653
250,264,411
1,026,177
69,817,302

 
4.
The stockholder proposal requesting that the Board of Directors adopt a policy for a proposal at each annual meeting of stockholders seeking an advisory vote for the ratification and approval of the Board of Director’s Compensation Committee Report and the executive compensation policies and practices set forth in the Compensation and Discussion Analysis was defeated. Abstentions are counted as votes present and entitled to vote and have the same effect as votes against this proposal. The voting results were as follows:
 
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER NON-VOTES
240,574,042
227,055,589
37,649,610
69,817,302

 
 
 

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 3, 2010
By:
 
/s/  Michael K. Stewart
       
       
 
 
 
Name: Michael K. Stewart
 
 
 
Title: Vice President, Accounting and Controller