Marathon Petroleum Corp 8-K, filed Oct 29, 2026
Marathon Petroleum Corp (MPC)
8-K
2026-10-29
For: 2026-10-28
View Original
Added on
October 29, 2026
About this 8-K
Marathon Petroleum Corp filed this 8-K on October 29, 2026, reporting on events of October 28, 2026.
Marathon Petroleum Corporation elected David E. Constable as a director effective March 1, 2027, increasing its Board to eleven members and assigning him to the Compensation and Organization Development Committee and Sustainability and Public Policy Committee. AI summary
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 28, 2026
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (419 ) 422-2121
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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)) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||
Emerging growth company ☐
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ||
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On October 28, 2026, the Board of Directors (the “Board”) of Marathon Petroleum Corporation (the “Company”) increased the size of the Board to eleven members and elected David E. Constable as a director of the Company, with such increase in the size of the Board and election effective as of March 1, 2027. Mr. Constable was appointed to serve on the Board’s Compensation and Organization Development Committee and Sustainability and Public Policy Committee, also effective March 1, 2027.
As a non-employee director, Mr. Constable will receive the same compensation as the Company’s other non-employee directors, as described in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 16, 2026.
| Item 8.01 | Other Events. | ||||
On October 29, 2026, the Company issued a press release announcing the changes reported above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
Exhibit Number | Description | |||||||
| Press release issued by Marathon Petroleum Corporation on October 29, 2026 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: October 29, 2026 | By: | /s/ Molly R. Benson | |||||||||
| Name: Molly R. Benson | |||||||||||
| Title: Chief Legal Officer and Corporate Secretary | |||||||||||
Exhibit 99.1
David Constable to join Marathon Petroleum Corporation Board of Directors
FINDLAY, Ohio, Oct. 29, 2026 – Marathon Petroleum Corp. (NYSE: MPC) today announced that David E. Constable has been elected to the company's board of directors, effective March 1, 2027.
"We are fortunate to have David joining as a member of our Board of Directors," said Marathon Chairman, President and CEO Maryann Mannen. "He will bring over four decades of global leadership experience in the energy, chemicals, engineering and construction sectors, a tremendous asset as we execute our strategy."
Most recently Constable served as Chairman and CEO of Fluor Corporation, the culmination of a career that spans the engineering, construction and energy industries. As CEO, Constable also led global chemical and energy company Sasol Ltd. from 2011 to 2016, followed by three years as a senior advisor to Cerberus Capital Management LP. He is a member of the board of ABB Ltd and previously served on the boards of Anadarko Petroleum and Rio Tinto.
“We’re pleased to welcome David to the Marathon Board,” said Marathon Lead Director John Surma. “David’s record of value creation and successful management in complex industries will be a great complement to the Board.”
Constable graduated from the University of Alberta with a civil engineering degree and is a graduate of Thunderbird’s International Management Program and Wharton Business School’s Advanced Management Program. He is also a longstanding member of the U.S. Business Council.
The election of Constable will bring the MPC board to 11 directors.
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About Marathon Petroleum Corporation
MPC is a leading, integrated, downstream and midstream energy company headquartered in Findlay, Ohio. The company operates the nation's largest refining system. MPC's marketing system includes branded locations across the United States, including Marathon brand retail outlets. MPC also owns the general partner and majority limited partner interest in MPLX LP, a midstream company that owns and operates gathering, processing, and fractionation assets, as well as crude oil and light product transportation and logistics infrastructure. More information is available at www.marathonpetroleum.com.
Investor Relations Contacts: (419) 421-2071
Brian Worthington, Vice President, Investor Relations
Alyx Teschel, Director, Investor Relations
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