Marathon Petroleum | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Marathon Petroleum</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Majority Vote </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the Board of Directors take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. </p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p>This means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This proposal includes that Marathon Petroleum shall state in its governing documents that it shall not have any super-majority voting standards, which includes default super-majority voting standards, upon adoption of this proposal.<br><br>This unified and comprehensive proposal includes adjourning the MPC annual meeting, if MPC fails to obtain the required 80% vote on the day of the annual meeting, for up to 2-weeks to seek more votes with the objective of reaching the 80% shareholder approval requirement for this proposal. In 2025 MPC demonstrated that without adjourning the MPC annual meeting MPC is unable to obtain the 80% approval vote from all shares outstanding that is required.<br> <br>This proposal does not preclude MPC from using other methods to increase shareholder voting until the 80% shareholder approval is obtained.<br> <br>This unified and comprehensive proposal is similar to a unified and comprehensive proposal that was submitted to Netflix and received 83% shareholder support.<br> <br>If MPC had followed this proposal at its 2025 annual meeting MPC would at least be closer to be governed by a majority vote standard. MPC failed to disclose in the 2025 proxy any effort that MPC made to obtain the extra votes needed other than so-called assessments with secret outcomes. <br> <br>MPC does not reject shareholder votes approving MPC executive pay so why does MPC in effect reject shareholder votes for this proposal topic with its lockstep failed efforts year after year to obtain the necessary approval vote..<br> <br>MPC deserves to be condemned for not putting forth an extra effort to obtain the needed 80% approval from all shares outstanding in 2025. In a whole year MPC typically only puts forth 3 items for shareholder vote. Thus when shareholders give overwhelming approval for just one other item in a year MPC should take this shareholder approval vote seriously and make an extra effort to turn shareholder proposal approval vote into proposal adoption.<br> <br>MPC may repeat the 2 lies that it published in the 2025 MPC proxy. MPC falsely said it was committed to take the necessary steps to obtain shareholder approval when year after year it takes the same predictable steps that result in failure. MPC falsely said that this proposal was not necessary. This proposal is necessary because without it MPC would take absolutely no action to put this important proposal topic to a shareholder vote.<br> </p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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Resolution Details

Company:

Marathon Petroleum

Year:

2023

Issue Area:

Climate Change, Lobbying & Political Contributions

Focus Area:

Climate Lobbying, GHG Reduction and Targets, Just Transition

Status:

Vote

Vote Percentage:

16.40%

Marathon Petroleum Just Transition Report – Proxy Exempt Solicitation

mpcletter.htm – Generated by SEC Publisher for SEC Filing.pdf

Resolution Text

RESOLVED: Shareholders request that the Board of Directors prepare a report disclosing how Marathon Petroleum Corp. (“Marathon”), is addressing the impact of its climate change strategy on key stakeholders, including but not limited to the communities it serves and workers, consistent with the “Just Transition” guidelines of the International Labor Organization (“ILO”). The report should be prepared at reasonable cost, omit proprietary information, and be made available to investors.

Supporting Statement: At the 2021 UN Climate Change Conference, the United States and other governments agreed to the Just Transition Declaration. (https://ukcop26.org/supporting-the-conditions-for-a-just-transition-internationally/)

That Declaration notes the 2015 Paris Agreement underscored the “close links between climate action, sustainable development, and a just transition,” including “the imperatives of a just transition of the workforce and the creation of decent work and quality jobs.” The Declaration cites the ILO’s 2015 Guidelines For a Just Transition as “establish[ing] a global understanding” of a “just transition” as a process towards “an environmentally sustainable economy,” which “needs to be well managed and contribute to the goals of decent work for all, social inclusion and the eradication of poverty.” (https://www.ilo.org/wcmsp5/groups/public/—ed_emp/—emp_ent/_documents/publication/wcms_432859.pdf)

Guiding Principle E specifies a just transition involves “anticipating impacts on employment, adequate and sustainable social protection for job losses and displacement, skills development and social dialogue, including the effective exercise of the right to organize and bargain collectively.” (https://www.ilo.org/wcmsp5/groups/public/—ed_emp/—emp_ent/_documents/publication/wcms_432859.pdf) Critically, the success of this Declaration and the Paris Agreement depend not just on government policies, but also, as the ILO states, on the “pivotal role of employers,” particularly in carbon intensive sectors.

Investors increasingly acknowledge the value of a just transition for mitigating material financial risk and providing greater market certainty in the transition to a low-carbon economy. 161 investors representing $10 trillion in assets signed the UN PRI’s “Statement of Investor Commitment to Support a Just Transition on Climate Change,” contending “the responsible management of workforce and community dimensions of climate change are increasingly material drivers for value creation.” (https://www.unpri.org/download?ac=10382)

Following receipt of this proposal ahead of last year’s shareholder meeting, Marathon published Creating Shared Value Through a Just and Responsible Transition. (https://www.marathonpetroleum.com/content/documents/Responsibility/JustTransitionReport.pdf) Unfortunately, this report offers no meaningful metrics for investors to measure the success of Marathon’s strategy or map against the Company’s climate scenario analysis and goals.

Rather, we recommend the report include:

A set of measurable, time-bound indicators, such as those recommended by the World Benchmarking Alliance Just Transition methodology and progress against such indicators (e.g., https://www.worldbenchmarkingalliance.org/research/assessing-a-just-transition-measuring-the-decarbonisation-and-energy-transformation-that-leaves-no-one-behind/);
Progress to date for achieving those goals for a Just Transition;
Consistency of the Company’s Just Transition plan with best practices; and,
Disclosure of the Company’s stakeholder engagement process and participants.

Resolution Details

Company:

Marathon Petroleum

Year:

2023

Issue Area:

Climate Change

Focus Area:

Methane Management

Status:

Withdrawn – Tactical/Dialogue

Resolution Text

Whereas, methane is at least 80 times more potent as a greenhouse gas than carbon dioxide over a 20-year period. The Environmental Protection Agency (EPA) reports that 32% of methane emissions from human activities comes from natural gas and petroleum systems.1 According to the United Nations Environment Programme (UNEP), cutting methane is the strongest lever to slow climate change over the next 25 years.2

The EPA methodology used to calculate methane emissions underestimates leakage rates and fails to capture many major leaks, which contribute to climate change and waste valuable product. Studies have found actual emissions to be 50 to 100% higher than reported emissions.3 In certain basins, emissions are more than 10 times industry-disclosed figures.2 Therefore, oil and gas industry scope 1 emissions may be significantly higher than currently reported. Methane emissions estimates improve when direct measurement methodologies are used and when emissions are identified by source type and at a site or facility level as shown by the Oil and Gas Methane Partnership (OGMP)4, a multi-stakeholder initiative launched by UNEP committed to improving methane data quality and consistency.

The United States joined the Global Methane Pledge in 2021, committing to use best available inventory methodologies to quantify methane emissions. The same year, investors managing more than $6 trillion supported strong federal methane regulations. Companies responsible for approximately 30% of global natural gas production, including bp, Cheniere, ConocoPhillips and Occidental have joined the OGMP.5 Companies that do not adequately manage methane emissions risk their reputation and license to operate.

Marathon Petroleum Corporation (“Marathon” or “Company”), through its limited partnership MPLX, operates large natural gas gathering and processing networks. MPLX has set targets to reduce its methane emissions, including by employing advanced monitoring technologies, and by quantifying, monitoring, reporting and verifying greenhouse gas emissions at facilities that are part of Cheniere’s supply chain.6 However, Marathon has not taken the critical steps to reduce investor concerns by using direct methane measurement across all operations and reporting on it.

RESOLVED, shareholders request that Marathon issue a report analyzing the reliability of its methane emission disclosures. The report should:

Be made public, omit proprietary information, and be prepared expeditiously at reasonable cost;
Summarize the outcome of efforts to directly measure methane emissions, using recognized frameworks such as OGMP;
Describe any material difference between the Company’s direct measurement results and Company’s reported methane emissions; and
Based on the results, assess whether to alter the Company’s actions to achieve its climate targets.

Supporting Statement: At management’s discretion, we recommend that the report also describe:

The types of source- and site-level measurements used;
Plans to improve emission estimates over time, consistent with frameworks such as OGMP;
Any material difference between third-party direct measurement results and Company’s reported methane emissions; and
Plans to validate emissions estimates and disclosure through third-party audit or evaluation.

1 https://www.epa.gov/ghgemissions/overview-greenhouse-gases
2 https://www.ccacoalition.org/sites/default/files/press/GMA%20Press%20Release%20FINAL.pdf
3 https://www.seas.harvard.edu/news/2021/03/oil-and-natural-gas-production-emit-more-methane-previously-thought, https://www.nature.com/articles/s41467-021-25017-4
4 https://business.edf.org/files/Investors-Guide-to-the-OGMP_09.17.21_FINAL.pdf
5 http://ogmpartnership.com/partners
6 https://www.marathonpetroleum.com/content/documents/Responsibility/2022-MPC-MPLX-ClimateReport.pdf

Govern By Majority Vote

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