form8k2011apr29.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 27, 2011


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:

       
 [  ]     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))
  


 
 
 
 
 
 

Item   5.07Submission of Matters to a Vote of Security Holders.
 
 
 
The annual meeting of stockholders was held on April 27, 2011.  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 2011 Proxy Statement.
 
 1.  Each of our directors was elected for a term expiring in 2012.  Votes regarding the persons elected to serve as directors were as follows:

 
NOMINEE
 
VOTES FOR
VOTES
 AGAINST
VOTES
ABSTAINED
BROKER
NON-VOTES
Gregory H. Boyce
374,002,957
147,366,399
864,731
68,096,506
Pierre Brondeau
510,849,401
10,792,527
592,159
68,096,506
Clarence P. Cazalot, Jr.
375,258,105
146,117,756
858,226
68,096,506
David A. Daberko
330,628,894
191,042,040
563,153
68,096,506
William L. Davis
332,465,329
188,903,013
865,745
68,096,506
Shirley Ann Jackson
320,738,142
200,945,514
550,431
68,096,506
Philip Lader
326,807,658
194,842,628
583,801
68,096,506
Charles R. Lee
373,074,168
148,605,696
554,223
68,096,506
Michael E. J. Phelps
330,596,604
190,728,487
908,996
68,096,506
Dennis H. Reilley
329,956,115
191,711,941
566,031
68,096,506
Seth E. Schofield
330,709,994
190,965,181
558,912
68,096,506
John W. Snow
330,293,862
191,389,739
550,486
68,096,506
Thomas J. Usher
370,390,416
151,328,907
514,764
68,096,506

2.   PricewaterhouseCoopers LLP was ratified as our independent registered public accounting firm for 2011.  The voting results were as follows:
 
 VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
  
582,730,000
6,795,267
805,326
  
 
3.   The Board proposal amending our By-laws to enable stockholders who have continuously held twenty-percent (20%) or more of our outstanding common stock for at least one year to require our Chairman of the Board or Chief Executive Officer to call a special meeting of stockholders to vote on business proposed by those holders was approved.  The voting results were as follows:
 
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER NON-VOTES
431,017,055
158,132,973
1,180,565
0
 
4.   The Board proposal seeking a non-binding advisory vote on our executive compensation programs and the compensation of our named executive officers was approved.  The voting results were as follows:
 
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER NON-VOTES
368,192,100
150,728,195
3,313,792
68,096,506

5.   The Board proposal regarding the frequency of holding a non-binding advisory vote of the stockholders, every one, two, or three years, on the compensation of our named executive officers was approved for holding a non-binding advisory vote every year.  The voting results were as follows:
 
EVERY YEAR
EVERY TWO YEARS
EVERY THREE YEARS
VOTES ABSTAINED
BROKER NON-VOTES
447,306,893
6,230,514
66,955,955
1,740,725
68,096,506

6.    The stockholder proposal requesting that the Board of Directors prepare a report, within ninety days of the annual meeting of stockholders, on the steps the Company has taken to reduce the risk of accidents was defeated.  The voting results were as follows:
 
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER NON-VOTES
34,883,900
433,895,968
53,454,219
68,096,506
 
 
1
 
 
 
 
SIGNATURE
 
 
 
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.
 
 
 
Date:  April  29, 2011
    
MARATHON OIL CORPORATION
       
       
   
By:
/s/ Michael K. Stewart
     
      Michael K. Stewart
     
     Vice President, Accounting and Controller

 
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