Document


 
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) December 16, 2016
 
_____________________________________________
Marathon Petroleum Corporation
(Exact name of registrant as specified in its charter)
 
_____________________________________________
 
 
 
 
 
 
 
Delaware
 
001-35054
 
27-1284632
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
539 South Main Street
Findlay, Ohio
 
45840

(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code:
(419) 422-2121
(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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Board of Directors of Marathon Petroleum Corporation (the “Company”) has approved an amendment to the Company’s Amended and Restated Bylaws, effective December 16, 2016, to establish January 9, 2017 as the date by which a stockholder who timely requested the form of certain director nominating documents pursuant to the prescribed timeliness provisions within the Company’s Amended and Restated Bylaws must submit any director nomination in connection with the Company’s 2017 annual meeting. The foregoing is a summary of the amendment to the Company’s Amended and Restated Bylaws incorporated into Section 2.10(b), which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.

 
Exhibit Number
 
Description
 
 
 
 
3.1
 
Amendment to Section 2.10(b) of the Amended and Restated Bylaws of Marathon Petroleum Corporation.






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 Petroleum Corporation
 
 
 
 
 
 
 
 
Date: December 16, 2016
By:
 
/s/ Molly R. Benson
 
 
 
Name: Molly R. Benson
 
 
 
Title: Vice President, Corporate Secretary and Chief Compliance Officer









Index to Exhibits
 
Exhibit Number
 
Description
 
 
 
 
3.1
 
Amendment to Section 2.10(b) of the Amended and Restated Bylaws of Marathon Petroleum Corporation.