Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

As previously disclosed on a Current Report on Form 8-K filed by Marathon Petroleum Corporation (the "Corporation") with the U.S. Securities and Exchange Commission (the "SEC") on March 18, 2020, in connection with his retirement, Gary R. Heminger did not stand for re-election as a member of the Corporation's Board of Directors (the "Board") at the Corporation's 2020 Annual Meeting of Shareholders (the "2020 Annual Meeting"), which was held on April 29, 2020. Consequently, Mr. Heminger ceased to serve as the Executive Chairman and a member of the Board as of the conclusion of the 2020 Annual Meeting.

On April 29, 2020, the Board, following the conclusion of the 2020 Annual Meeting, (x) appointed Michael J. Hennigan, the Corporation's President and Chief Executive Officer, as a Class I director with a term expiring at the Corporation's 2021 Annual Meeting of Shareholders and (y) appointed John P. Surma, a current Class III director of the Board, as the non-Executive Chairman of the Board. Mr. Hennigan was also appointed to the Corporation's Sustainability Committee. Consistent with the Corporation's policies, Mr. Hennigan, as an employee of the Corporation, will not be entitled to any compensation for his service as a director on the Board.

A copy of the press release announcing the appointments of Mr. Hennigan and Mr. Surma is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2020 Annual Meeting was held on April 29, 2020. The following are the voting results on proposals considered and voted upon at the 2020 Annual Meeting.

1. APPROVAL TO AN AMENDMENT TO THE CORPORATION'S RESTATED CERTIFICATE OF

INCORORATION TO PHASE OUT THE CLASSIFIED BOARD OF DIRECTORS.

The proposal for approval of an amendment to the Corporation's Restated Certificate of Incorporation to phase out the Classified Board of Directors was not approved based on the following votes:


                                                             BROKER
VOTES FOR       VOTES AGAINST         ABSTENTIONS           NON-VOTES
440,606,615         3,962,529           2,755,317          91,752,292

The affirmative vote of holders of at least 80% of the outstanding shares of the Corporation's common stock was required to approve Proposal 1. The voting results for Proposal 1 were required to be available prior to holding the vote on Proposal 2. The Corporation, in order to permit the tabulation of all of the votes on Proposal 1 received via the virtual platform pursuant to which the 2020 Annual Meeting was being held, adjourned the 2020 Annual Meeting at 10:23 a.m. EDT. Following the tabulation and certification of the vote on Proposal 1, the results of which are as described above, the Corporation promptly reconvened the meeting at 2:00 p.m. EDT on April 29, 2020 for the purpose of voting on all of the other proposals remaining for the Corporation's shareholders to consider and vote upon at the 2020 Annual Meeting, as further described in the Corporation's definitive proxy statement on Schedule 14A filed with the SEC on March 16, 2020.

2. ELECTION OF CLASS III DIRECTORS

The shareholders elected each of Steven A. Davis, J. Michael Stice, John P. Surma and Susan Tomasky as Class III directors, each to serve terms expiring on the date of the Corporation's 2023 Annual Meeting of Shareholders and until each such director's successor is duly elected and qualified or until each such director's earlier death, resignation or removal, by the following votes:


                                                                            BROKER
NOMINEE                VOTES FOR       VOTES AGAINST      ABSTENTIONS      NON-VOTES
Steven A. Davis      386,317,700          57,797,641        3,573,577     91,472,998
J. Michael Stice     427,322,673          16,778,040        3,588,205     91,472,998
John P. Surma        417,484,700          26,658,050        3,546,168     91,472,998
Susan Tomasky        430,259,826          13,893,034        3,536,058     91,472,998

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3. RATIFICATION OF INDEPENDENT AUDITOR FOR 2020




The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the
Corporation's independent auditor for the year ending December 31, 2020 by the
following votes:
VOTES FOR       VOTES AGAINST         ABSTENTIONS
527,768,831         7,807,314           3,585,771



  4. APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION

The shareholders approved, on an advisory basis, the compensation of the Corporation's named executive officers by the following votes:


                                                             BROKER
VOTES FOR       VOTES AGAINST         ABSTENTIONS           NON-VOTES
399,955,696        42,774,695           4,958,527          91,472,998



  5. SHAREHOLDER PROPOSAL

The non-binding shareholder proposal seeking simple majority vote provisions in the Corporation's Restated Certificate of Incorporation and Amended and Restated Bylaws was approved based on the following votes:


                                                             BROKER
VOTES FOR       VOTES AGAINST         ABSTENTIONS           NON-VOTES
438,094,721         6,653,154           2,941,043          91,472,998



  6. SHAREHOLDER PROPOSAL

The non-binding shareholder proposal seeking a report on integrating community impacts into the Corporation's executive compensation program was not approved based on the following votes:


                                                           BROKER
VOTES FOR     VOTES AGAINST         ABSTENTIONS           NON-VOTES
34,157,277      403,974,916           9,556,725          91,472,998

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.


Exhibit
Number                                    Description


99.1        April 30, 2020 Marathon Petroleum Corporation Press Release
104       Cover Page Interactive Data File (embedded within the Inline XBRL document)

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