Item 5. Other Information
2K characters. Original on sec.gov · Markdown
Item 5. Other Information
As previously disclosed on June 29, 2026, Abdulaziz F. Alkhayyal, former director on the Marathon Petroleum Corporation (the "Company") Board of Directors (the “Board”), passed away in late June. The death of Mr. Alkhayyal resulted in an imbalance among the director classes of the Board under the Company’s classified board structure. On July 29, 2026, to restore a more
equal apportionment of membership among the Board’s three director classes, the Board approved the reclassification of existing director, Jeffrey C. Campbell, from Class II to Class I. In order to effect this reclassification, Mr. Campbell resigned from his position as a Class II Director (with a term expiring at the Company’s 2028 Annual Meeting of Shareholders), subject to and conditioned upon his immediate reappointment as a Class I Director (with a term expiring at the Company’s 2027 Annual Meeting of Shareholders). The Board accepted Mr. Campbell’s resignation and immediately reappointed him as a Class I Director. The resignation and reappointment of Mr. Campbell was effected solely for the purpose of achieving a more equal apportionment of membership among the Board’s three director classes, and for all other purposes Mr. Campbell’s service on the Board is deemed to have been continuous and uninterrupted by these actions.
On May 15, 2026, Molly R. Benson, Chief Legal Officer and Corporate Secretary of the Company, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act providing for the potential sale of 17,196 shares of our common stock between August 17, 2026 and May 14, 2027.
No other director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of MPC adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K), during the quarter ended June 30, 2026.
Previous: Item 1A. Risk Factors · Next: Item 6. Exhibits