Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 6, 2021, the Board of Directors of Marathon Oil Corporation elected Brent Smolik as a member of the Board, effective as of January 11, 2021. Effective January 11, 2021, the size of the Board also increased to nine. In addition, the Board determined that Mr. Smolik was independent and appointed him as a member of the Corporation's Audit and Finance Committee and the Corporate Governance and Nominating Committee.

Mr. Smolik will participate in the Marathon Oil Corporation Non-Employee Director Compensation Package, which was amended as of January 1, 2021. Under the package, Mr. Smolik will receive an annual cash retainer of $95,000 and an annual restricted stock unit award of $150,000. There are no arrangements or understandings between Mr. Smolik and any other person pursuant to which he was elected as a director.

Excluding the previously disclosed temporary reductions to the cash retainer fees for the third and fourth quarter of 2020, the amended Non-Employee Director Compensation Package reduces the annual non-employee director compensation for 2021 by approximately 25%, exclusive of chair fees.

A copy of the press release announcing the appointment of Mr. Smolik is attached as Exhibit 99.1 to this report.




Item 9.01. Financial Statements and Exhibits.
99.1                P    ress release of Marathon Oil Corporation    , dated January 11, 2021

104               Cover Page Interactive Data File - the cover page XBRL tags are embedded within
                  the Inline XBRL Document

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