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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Marathon Oil Corp | NYSE:MRO | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.31 | 1.19% | 26.40 | 26.53 | 26.01 | 26.25 | 9,055,755 | 01:00:00 |
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a) of
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the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Marathon Oil Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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telephone,
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the Internet, or
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marking, signing and returning your proxy or voting instruction card.
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Marathon Oil Corporation
5555 San Felipe Street Houston, TX 77056 |
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Lee M. Tillman
President and Chief Executive Officer |
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access our 2017 Proxy Statement and 2016 Annual Report;
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request a printed copy of these materials; and
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vote online.
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To elect eight directors to serve until the 2018 Annual Meeting;
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To ratify the selection of PricewaterhouseCoopers LLP as our independent auditor for 2017;
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To approve on an advisory basis our 2016 named executive officer compensation;
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To recommend the frequency of advisory votes on named executive officer compensation; and
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To act on any other matters properly brought before the meeting.
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Proposal
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More Information
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Board Recommendation
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PROPOSAL 1
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Election of Directors
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Page 4
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FOR each nominee
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PROPOSAL 2
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Ratification of Independent Auditor for 2017
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Page 50
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FOR
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PROPOSAL 3
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Advisory Vote to Approve the Compensation of Our Named Executive Officers
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Page 52
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FOR
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PROPOSAL 4
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Recommend the Frequency of Advisory Votes on Named Executive Officer Compensation
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Page 53
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1 YEAR
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INTERNET
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Vote by Internet at
www.proxyvote.com
or scan the QR code on your Notice or proxy card with a smart phone. You will need the 16-digit number included in your Notice, proxy card or voting instructions.
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TELEPHONE
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Vote by phone by dialing 1-800-690-6903 and following the recorded instructions. You will need the 16-digit number included in your Notice, proxy card or voting instructions.
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MAIL
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If you received a proxy card by mail, send your completed and signed proxy card in the envelope provided.
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IN PERSON
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You may vote in person at the Annual Meeting if you are a registered stockholder or obtain a valid proxy from the record owner.
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voting again by telephone or over the Internet;
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sending us a signed and dated proxy card dated later than your last vote;
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notifying the Secretary of Marathon Oil in writing; or
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voting in person at the meeting.
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Gaurdie E. Banister, Jr.
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Marcela E. Donadio
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Michael E. J. Phelps
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Gregory H. Boyce
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Philip Lader
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Dennis H. Reilley
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Chadwick C. Deaton
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Mr. Banister, 59, retired as president and CEO of Aera Energy LLC (an oil and gas exploration and production company jointly owned by Shell Oil Company and ExxonMobil) in August 2015, having served in that position since 2007. Aera is one of California’s largest oil producers. Prior to Aera Energy, he served in executive level positions at Shell Oil, as technical vice president, Upstream Asia Pacific, from 2005 until 2007, and Upstream Americas from 2003 until 2005, overseeing drilling and development activities. From 2001 until 2003 he served as vice president of Business Development and Technology. He was president USA and executive vice president of Shell Services EP Gas and Power from 1998 to 2001. Mr. Banister joined Shell Oil in 1980 as an offshore facilities engineer. Mr. Banister is lead independent director of the Board of Directors of Tyson Foods, Inc. He also serves as trustee of the South Dakota School of Mines and Technology Foundation and is a member of the board of directors of the Harwood Institute for Public Innovation based in Bethesda, Maryland. Mr. Banister holds a B.S. in metallurgical engineering from the South Dakota School of Mines and Technology and in 2007 the university awarded him an honorary doctorate degree. He also received an honorary doctorate degree in 2002 from Fort Valley State University.
Through his position as president and CEO of an oil and gas exploration and production company and his 35 years working in the oil and gas industry with experience in onshore and offshore operations, global shared services, strategic planning, engineering and technology, Mr. Banister has gained valuable knowledge, experience and management leadership regarding many of the same issues that we face as a publicly traded company in the oil and gas industry, as well as insight into key issues faced by our international operations.
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Gaurdie E. Banister, Jr.
Director since 2015
Independent
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Ambassador Lader, 71, served from 2001 to June 2015 as non-executive Chairman of WPP plc, a global advertising and communications services company, which includes J. Walter Thompson, Ogilvy & Mather, Young & Rubicam, Hill & Knowlton, Grey Global and Burson-Marsteller, among other international marketing and media services companies. He also serves as a senior advisor to Morgan Stanley (a financial services company) and Palantir Technologies (a private analytic data technology company), and is a partner in the law firm of Nelson, Mullins, Riley & Scarborough. Ambassador Lader served as U.S. Ambassador to the Court of St. James from 1997 through 2001, and was Assistant to the President and White House Deputy Chief of Staff, Deputy Director of the Office of Management and Budget, and Administrator of the U.S. Small Business Administration. His former service includes as president of Sea Pines Company, executive vice president of Sir James Goldsmith’s U.S. holding company, and President of universities in Australia and South Carolina. He also serves on the boards of directors of AES Corporation (a global power company) and United Company RUSAL Plc (a global aluminum producer). Ambassador Lader is a member of the Board of Trustees of RAND Corporation, previously serving as vice chairman, as well as a member of the Council on Foreign Relations. He holds a B.A. from Duke University (Phi Beta Kappa), an M.A. from the University of Michigan and a J.D. from Harvard Law School, completed graduate studies in law at Oxford University and has been awarded honorary doctorates by 14 universities and colleges.
Through his service as chairman of the world’s largest marketing and media services company, senior-level U.S. government appointments, partner at a major law firm and other appointments and positions, Ambassador Lader has valuable knowledge and experience managing many of the key issues we face as a publicly traded company. He has extensive experience with public policy matters, which uniquely qualify him to serve as Chairman of our Health, Environmental, Safety and Corporate Responsibility Committee.
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Philip Lader
Director since 2002
Independent
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Mr. Reilley, 64, is non-executive chairman of the Board of Marathon Oil Corporation. He served as chairman of Praxair, Inc. (a provider of gases and coatings) from 2006 to 2007, as chairman and chief executive officer in 2006, and as chairman, president and chief executive officer from 2000 to 2006. Prior to joining Praxair, Mr. Reilley served as executive vice president and chief operating officer of E. I. Du Pont de Nemours & Company since 1999, having served in positions of increasing responsibility with DuPont and Conoco, Inc. (which was acquired by DuPont in 1981) since joining Conoco in 1975 as a pipeline engineer. Mr. Reilley also serves on the board of directors of Dow Chemical Company (a provider of specialty chemicals) and CSX Corporation (an international transportation company). Within the past five years, Mr. Reilley also served on the boards of directors of Covidien Ltd., having served as non-executive chairman of Covidien from 2007 through 2008 and H. J. Heinz Co. He is a former Chairman of the American Chemistry Council. Mr. Reilley holds a B.S. in finance from Oklahoma State University.
Mr. Reilley has over 35 years of executive and management experience in the oil, petrochemical and chemical industries. His service as chairman, president and CEO of Praxair and other executive and management positions, has provided valuable experience in managing many of the major issues that we face as a publicly traded company in the oil and gas industry. His service on other publicly traded company boards has given him valuable insight and exposure to a variety of industries and approaches to governance.
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Dennis H. Reilley
Director since 2002
Independent
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Mr. Tillman, 55, became a director, president and CEO of Marathon Oil on August 1, 2013. Prior to joining Marathon Oil, he served as vice president of engineering for ExxonMobil Development Company (a project design and execution company), where he was responsible for all global engineering staff engaged in major project concept selection, front-end design and engineering. He served as North Sea production manager and lead country manager for subsidiaries of ExxonMobil in Stavanger, Norway, from 2007 and 2010, and as acting vice president, ExxonMobil Upstream Research Company from 2006 to 2007. Mr. Tillman began his career in the oil and gas industry at Exxon Corporation in 1989 as a research engineer and has extensive operations management and leadership experience that has included assignments in Jakarta, Indonesia; Aberdeen, Scotland; Stavanger, Norway; Malabo, Equatorial Guinea; Dallas and New Orleans. He is a board member of the American Petroleum Institute, American Exploration & Production Council and the Greater Houston Partnership, a member of the University of Houston Energy Advisory Board and the Chemical and Engineering Advisory Councils of Texas A&M University. He is also a member of the National Petroleum Council, the Business Roundtable and the Society of Petroleum Engineers. Mr. Tillman serves as a member of the Celebration of Reading Committee within the Barbara Bush Houston Literacy Foundation. He also is a member of the advisory board and currently president of Spindletop Charities. Mr. Tillman holds a B.S. in chemical engineering from Texas A&M University and a Ph.D. in chemical engineering from Auburn University.
As our president and CEO, Mr. Tillman sets our Company’s strategic direction under the Board’s guidance. He has extensive knowledge and experience in global operations, project execution and leading edge technology in the oil and gas industry gained through his executive and management positions with our Company and ExxonMobil. His knowledge and hands-on experience with the day-to-day issues affecting our business provide the Board with invaluable information necessary to direct the business and affairs of our Company.
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Lee M. Tillman
Director since 2013
Management/Non-Independent
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Compensation Committee
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Gregory H. Boyce, Chair
Members:
Chadwick C. Deaton
Marcela E. Donadio
Philip Lader
Meetings in 2016: 5
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• Recommends to the Board all matters of policy and procedures relating to executive compensation.
• Reviews and approves corporate goals and objectives relevant to the CEO’s compensation, and determines and approves the CEO’s compensation level based on the Board’s performance evaluation.
• Determines and approves the compensation of the other executive officers, and reviews the executive officer succession plan.
• Administers our incentive compensation plans and equity-based plans, and confirms the certification of the achievement of performance levels under our incentive compensation plans.
• Reviews with management and recommends for inclusion in our annual Proxy Statement our Compensation Discussion and Analysis.
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The Audit and Finance Committee annually reviews our enterprise risk management process and the latest assessment of risks and key mitigation strategies. It regularly reviews risks associated with financial and accounting matters and reporting. It monitors compliance with legal and regulatory requirements and internal control systems, and reviews risks associated with financial strategies and the Company’s capital structure.
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The Compensation Committee reviews the executive compensation program to ensure it does not encourage excessive risk-taking. It also reviews our executive compensation, incentive compensation and succession plans to ensure we have appropriate practices in place to support the retention and development of the talent necessary to achieve our business goals and objectives.
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The Health, Environmental, Safety and Corporate Responsibility Committee regularly reviews and oversees operational risks, including those relating to health, environment, safety and security. It reviews risks associated with social, political and environmental trends, issues and concerns, domestic and international, which affect or could affect our business activities, performance and reputation.
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The Board receives regular updates from the committees about these activities, and reviews additional risks not specifically within the purview of any particular committee and risks of a more strategic nature. Key risks associated with the strategic plan are reviewed annually at the Board’s strategy meeting and periodically throughout the year.
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All executive officer compensation decisions are made by the Compensation Committee, which is comprised solely of independent directors.
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The Compensation Committee is advised by an independent compensation consultant that performs no other work for executive management or our Company.
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Our executives do not have employment agreements.
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The Compensation Committee manages our compensation programs to be competitive with those of peer companies and monitors our programs against trends in executive compensation on an annual basis.
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Our compensation programs are intended to balance short-term and long-term incentives.
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Our annual cash bonus program is based on a balanced set of objective metrics that are not predominantly influenced by commodity prices. In addition, the Compensation Committee considers the achievement of individual performance commitments and overall corporate performance.
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Annual cash bonuses are determined and paid to executive officers only after the Audit and Finance Committee has reviewed audited financial statements for the performance year.
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The Compensation Committee regularly evaluates share utilization in our 2016 Incentive Compensation Plan by reviewing overhang levels (dilutive impact of equity compensation on our stockholders) and annual run rates (the aggregate shares awarded as a percentage of total outstanding shares).
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Our clawback policy applies to annual cash bonuses and is generally triggered with respect to an executive officer in the event of a material accounting restatement due to noncompliance with financial reporting requirements or an act of fraud by that executive officer. Our long-term incentive awards for executive officers have similar provisions.
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act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
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provide full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company;
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comply with applicable governmental laws, rules and regulations; and
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promote the prompt internal reporting of violations of this Code of Ethics to the chair of the Audit and Finance Committee and to the appropriate person or persons identified in the Company’s Code of Business Conduct.
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Committee Chair
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Email Address
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Audit and Finance Committee
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auditandfinancechair@marathonoil.com
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Compensation Committee
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compchair@marathonoil.com
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Corporate Governance and Nominating Committee
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corpgovchair@marathonoil.com
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Health, Environmental, Safety and Corporate Responsibility Committee
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hescrchair@marathonoil.com
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Type of Fee
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Amount ($)
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Annual Board Retainer
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150,000
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Additional Retainer for Chairman of the Board
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125,000
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Additional Retainer for Audit and Finance Committee Chair
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25,000
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Additional Retainer for Compensation Committee Chair
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25,000
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Additional Retainer for Corporate Governance and Nominating Committee Chair
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12,500
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Additional Retainer for Health, Environmental, Safety and Corporate Responsibility Chair
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12,500
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Name
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Fees Earned
or Paid in Cash ($) |
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Stock Awards
(1)
($) |
All Other
Compensation (2) ($) |
Total
($) |
Gaurdie E. Banister, Jr.
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150,000
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(4)
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175,000
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0
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325,000
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Gregory H. Boyce
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175,003
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175,000
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10,000
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360,003
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Pierre Brondeau
(3)
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40,642
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175,000
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0
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215,642
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Chadwick C. Deaton
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159,375
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175,000
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10,000
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344,375
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Marcela E. Donadio
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150,000
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175,000
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10,000
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335,000
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Philip Lader
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162,508
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(5)
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175,000
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15,000
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352,508
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Michael E. J. Phelps
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175,003
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175,000
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0
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350,003
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Dennis H. Reilley
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275,003
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175,000
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0
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450,003
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Name and Address
of Beneficial Owner |
Amount and Nature of Beneficial Ownership
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Percent of
Outstanding Shares
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BlackRock, Inc.
55 East 52nd Street New York, NY 10055 |
102,656,248
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(1)
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12.1%
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The Vanguard Group
100 Vanguard Blvd. Malvern, PA 19355 |
81,999,069
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(2)
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9.67%
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Hotchkis and Wiley Capital Management, LLC
725 S. Figueroa Street, 39th Floor
Los Angeles, CA 90017
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48,332,703
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(3)
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5.70%
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State Street Corporation
State Street Financial Center
One Lincoln Street
Boston, MA 02111
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47,908,553
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(4)
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5.65%
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Name
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Shares
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Restricted
Stock (1) |
Stock Options
Exercisable Prior to April 29, 2017 (2) |
Total Shares
(3)
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% of Total
Outstanding |
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Gaurdie E. Banister, Jr.
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34,209
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(4)(5)
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0
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0
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34,209
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*
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Gregory H. Boyce
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84,368
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(4)(5)
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0
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0
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84,368
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*
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Chadwick C. Deaton
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35,499
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(4)(5)
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0
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0
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35,499
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*
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Marcela E. Donadio
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30,117
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(4)
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0
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0
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30,117
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*
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Philip Lader
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125,133
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(4)(5)
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0
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0
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125,133
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*
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Michael E. J. Phelps
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70,351
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(4)(5)
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0
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0
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70,351
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*
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Dennis H. Reilley
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127,287
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(4)(5)
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0
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0
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127,287
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*
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Lee M. Tillman
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148,202
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412,263
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935,135
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1,495,600
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*
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Patrick J. Wagner
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7,618
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70,302
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88,021
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165,941
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*
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T. Mitchell Little
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35,770
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173,879
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235,670
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445,319
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*
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Sylvia J. Kerrigan
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53,487
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(5)
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108,801
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460,745
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623,033
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*
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Catherine L. Krajicek
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9,670
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47,700
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113,068
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170,438
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*
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John R. Sult
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12,750
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0
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0
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12,750
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*
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Lance W. Robertson
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34,112
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(5)
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0
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0
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34,112
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*
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All Directors and Executive Officers as a group (13 persons)
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(1)(2)(4)(5)(6)
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3,370,076
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*
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*
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Does not exceed 1% of the common shares outstanding.
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Name
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Annual Retainer Deferred Into
Common Stock Units |
Annual Common Stock Unit Awards
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Gaurdie E. Banister, Jr.
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0
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26,609
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Gregory H. Boyce
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0
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57,830
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Chadwick C. Deaton
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0
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30,117
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Marcela E. Donadio
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0
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30,117
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Philip Lader
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19,234
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83,589
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Michael E. J. Phelps
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0
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53,813
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Dennis H. Reilley
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22,962
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83,588
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•
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the integrity of the Company’s financial statements and financial reporting process and the Company’s systems of internal accounting and financial controls;
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the engagement of the independent auditor and the evaluation of the independent auditor’s qualifications, independence and performance;
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the performance of the internal audit function;
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the Company’s compliance with legal and regulatory requirements; and
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the Company’s risk management process.
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•
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The Audit and Finance Committee reviewed and discussed with management the Company’s audited financial statements and its report on internal control over financial reporting for 2016.
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The Audit and Finance Committee met throughout the year with management and PwC, and met with PwC each quarter without the presence of management. The Committee discussed with PwC the matters required to be discussed by the auditing standards of the PCAOB.
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The Audit and Finance Committee received the written disclosures and the letter from PwC required by the applicable requirements of the PCAOB for independent auditor communications with audit committees concerning independence, and has considered whether PwC’s provision of non-audit services to the Company was compatible with maintaining such independence.
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Name
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Title
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Lee M. Tillman
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President and Chief Executive Officer
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Patrick J. Wagner
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Interim Chief Financial Officer and Vice President, Corporate Development and Strategy
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T. Mitchell Little
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Executive Vice President, Operations
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Sylvia J. Kerrigan
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Executive Vice President, General Counsel and Secretary
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Catherine L. Krajicek
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Vice President, Conventional
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John R. Sult
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Former Executive Vice President and Chief Financial Officer
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Lance W. Robertson
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Former Vice President, Resource Plays
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•
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Pay for performance.
Our program is designed to reward executives for their performance and motivate them to continue to perform at a high level. Cash bonuses based on annual performance, combined with equity awards that vest over several years, balance short-term and long-term business objectives.
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Encourage creation of long-term stockholder value.
Equity awards and robust stock ownership requirements align our executives’ interests with those of our stockholders. A substantial portion of our NEOs’ long-term incentive awards is comprised of stock options and performance units tied to relative stockholder returns.
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Pay competitively.
We provide market-competitive pay levels to attract and retain the best talent, and regularly benchmark each component of our pay program, including our benefit programs, to ensure we remain competitive.
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•
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Our closing stock price of $17.31 as of December 31, 2016;
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•
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An updated Black-Scholes valuation of outstanding stock options as of December 31, 2016; and
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Our rank in our TSR peer group as of December 31, 2016 and the corresponding payout percentage as measured under our performance unit programs: 0% for 2014, 0% for 2015, and 67% for 2016.
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Market Capitalization
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Assets
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Revenue
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Peer Group 50th Percentile
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$18,857
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$24,346
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$5,342
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Marathon Oil
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$12,726
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$32,527
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$4,279
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Name
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2016 Year
End Base Salary |
|
2016 Bonus Payment
(paid in 2017) |
2016 LTI Award Intended Value
|
2016 Total
Direct Compensation |
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Mr. Tillman
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$1,050,000
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$1,312,500
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$7,076,250
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$9,438,750
|
|
|
Mr. Wagner
|
|
$415,000
|
|
|
|
$342,380
|
|
|
|
$925,000
|
|
|
|
$1,682,380
|
|
|
Mr. Little
|
|
$600,000
|
|
|
|
$510,000
|
|
|
|
$2,035,000
|
|
|
|
$3,145,000
|
|
|
Ms. Kerrigan
|
|
$575,000
|
|
|
|
$488,750
|
|
|
|
$1,850,000
|
|
|
|
$2,913,750
|
|
|
Ms. Krajicek
|
|
$400,000
|
|
|
|
$300,000
|
|
|
|
$693,750
|
|
|
|
$1,393,750
|
|
|
Mr. Sult*
|
|
$600,000
|
|
|
N/A
|
|
|
|
$2,127,500
|
|
|
|
$2,727,500
|
|
|
|
Mr. Robertson*
|
|
$510,000
|
|
|
N/A
|
|
|
|
$2,035,000
|
|
|
|
$2,545,000
|
|
|
|
Name
|
Base Salary as of
January 1, 2016 |
Base Salary as of
March 1, 2016 |
Base Salary as of
January 1, 2017 |
|||||||||
Mr. Tillman
|
|
$1,050,000
|
|
|
|
$1,050,000
|
|
|
|
$1,050,000
|
|
|
Mr. Wagner
|
|
$375,000
|
|
|
|
$375,000
|
|
|
|
$415,000
|
|
|
Mr. Little
|
|
$500,000
|
|
|
|
$500,000
|
|
|
|
$600,000
|
|
|
Ms. Kerrigan
|
|
$575,000
|
|
|
|
$575,000
|
|
|
|
$575,000
|
|
|
Ms. Krajicek
|
|
$365,000
|
|
|
|
$365,000
|
|
|
|
$400,000
|
|
|
Mr. Sult
|
|
$600,000
|
|
|
|
$600,000
|
|
|
N/A
|
|
|
|
Mr. Robertson
|
|
$510,000
|
|
|
|
$510,000
|
|
|
N/A
|
|
|
|
•
|
Quantitative Company performance goals, established by the Committee during the first quarter of the year, weighted at 70%;
|
•
|
Qualitative organizational and strategic performance goals, established by the Committee during the first quarter of the year, weighted at 30%; and
|
•
|
Individual performance, including achievement of pre-established goals, leadership and ethics, and overall value that the officer created for the Company.
|
[
|
Base Salary
|
x
|
Bonus Target
(as % of Base Salary)
|
=
|
Target Bonus Opportunity
|
]
|
x
|
Company Performance Score
70% Quantitative Performance
30% Organizational / Strategic Performance
|
+/-
|
Individual Performance Adjustment
|
=
|
Annual Bonus Payout
|
Critical Capability
|
Weight (%)
|
Performance Measure
|
Target
|
Performance
Achieved |
Operational Excellence
|
15
|
TRIR
(1)
|
0.52
|
0.35
|
Serious Event Rate
(2)
|
0.36
|
0.33
|
||
25
|
Production, MBOEPD
(3)
|
340
|
342
|
|
SCO Production, MBPD
(4)
|
44
|
46
|
||
Financial Stewardship
|
40
|
Cash Costs, $/BOE
(5)
|
9.19
|
8.66
|
F & D Cost, $/BOE Reserve
(6)
|
17.25
|
10.74
|
||
20
|
EBITDAX, $/BOE
(7)
|
8.09
|
13.08
|
|
Base Salary as of
December 31, 2016 |
Bonus Target
|
Target Bonus Opportunity
|
Percent of Target Achieved
|
Actual Bonus Payout
|
|||||||
Mr. Tillman
|
|
$1,050,000
|
|
|
125%
|
|
$1,312,500
|
|
|
100%
|
$1,312,500
|
|
Mr. Wagner
|
|
$415,000
|
|
|
75%
|
|
$311,250
|
|
|
110%
|
$342,380
|
|
Mr. Little
|
|
$600,000
|
|
|
85%
|
|
$510,000
|
|
|
100%
|
$510,000
|
|
Ms. Kerrigan
|
|
$575,000
|
|
|
85%
|
|
$488,750
|
|
|
100%
|
$488,750
|
|
Ms. Krajicek
|
|
$400,000
|
|
|
75%
|
|
$300,000
|
|
|
100%
|
$300,000
|
|
|
MRO TSR Ranking
|
1
|
2
|
3
|
4
|
5
|
6
|
7
|
8
|
9
|
10
|
11
|
12
|
13
|
Payout (% of Target)
|
200%
|
183%
|
167%
|
150%
|
133%
|
117%
|
100%
|
83%
|
67%
|
50%
|
0%
|
0%
|
0%
|
MRO TSR Ranking
|
1
|
2
|
3
|
4
|
5
|
6
|
7
|
8
|
9
|
10
|
11
|
12
|
Payout (% of Target)
|
200%
|
182%
|
164%
|
145%
|
127%
|
109%
|
91%
|
73%
|
54%
|
0%
|
0%
|
0%
|
|
•
|
Marathon Oil Company Thrift Plan (“Thrift Plan”) – A tax-qualified 401(k) plan.
|
•
|
Retirement Plan of Marathon Oil Company (“Retirement Plan”) – A tax-qualified defined benefit pension plan.
|
•
|
Excess Benefit Plan (“Excess Plan”) – A nonqualified plan allowing employees to accrue benefits above the tax limits, with components attributable to both the Retirement Plan and the Thrift Plan.
|
•
|
Marathon Oil Company Deferred Compensation Plan (“Deferred Compensation Plan”) – A nonqualified plan that grows when an NEO accrues benefits above the tax limits in the Thrift Plan or when an NEO defers a portion of his or her compensation.
|
|
•
|
CEO – six times base salary;
|
•
|
Executive Vice Presidents – four times base salary; and
|
•
|
Vice Presidents – two times base salary.
|
|
|
Name and
Principal Position |
Year
|
Salary
($) |
Bonus
(1)
($) |
Stock
Awards (2) ($) |
Option
Awards (2) ($) |
Non‑
Equity Incentive Plan Compensation (3) ($) |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings (4) ($) |
All
Other Compensation (5) ($) |
Total
($) |
|
Lee M. Tillman
|
2016
|
1,050,000
|
0
|
4,597,472
|
|
1,205,640
|
1,312,500
|
208,156
|
246,323
|
8,620,091
|
President and Chief Executive Officer
|
2015
|
1,050,000
|
500,000
|
6,299,598
|
|
1,755,082
|
1,181,250
|
234,292
|
256,619
|
11,276,841
|
2014
|
1,036,346
|
500,000
|
4,301,154
|
|
3,466,985
|
1,706,250
|
249,489
|
237,843
|
11,498,067
|
|
Patrick J. Wagner
|
2016
|
386,846
|
0
|
600,985
|
|
157,600
|
342,380
|
55,810
|
64,965
|
1,608,586
|
Interim Chief Financial Officer and Vice President, Corporate Development and Strategy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
T. Mitchell Little
|
2016
|
529,615
|
0
|
1,931,409
|
|
346,720
|
510,000
|
254,057
|
79,582
|
3,651,383
|
Executive Vice President, Operations
|
2015
|
500,000
|
0
|
1,725,931
|
|
480,845
|
425,000
|
706,766
|
79,275
|
3,917,817
|
2014
|
423,558
|
0
|
1,239,418
|
|
594,342
|
552,500
|
1,101,270
|
64,064
|
3,975,152
|
|
Sylvia J. Kerrigan
|
2016
|
575,000
|
0
|
1,201,956
|
|
315,200
|
488,750
|
241,587
|
117,565
|
2,940,058
|
Executive Vice President, General Counsel and Secretary
|
2015
|
575,000
|
0
|
1,725,931
|
|
480,845
|
439,880
|
78,002
|
113,647
|
3,413,305
|
2014
|
575,000
|
0
|
1,167,467
|
|
941,042
|
1,918,739
|
879,494
|
112,435
|
5,594,177
|
|
Catherine L. Krajicek
|
2016
|
371,442
|
0
|
450,738
|
|
118,200
|
300,000
|
65,805
|
41,158
|
1,347,343
|
Vice President, Conventional
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
John R. Sult
|
2016
|
514,615
|
0
|
1,382,254
|
|
362,480
|
0
|
79,867
|
79,608
|
2,418,824
|
Former Executive Vice President and Chief Financial Officer
|
2015
|
600,000
|
0
|
1,984,827
|
|
552,973
|
459,000
|
107,638
|
104,720
|
3,809,158
|
2014
|
600,000
|
0
|
1,290,384
|
|
1,040,099
|
663,000
|
117,093
|
136,800
|
3,847,376
|
|
Lance W. Robertson
|
2016
|
358,961
|
0
|
1,322,155
|
|
346,720
|
0
|
49,643
|
68,619
|
2,146,098
|
Former Vice President, Resource Plays
|
2015
|
510,000
|
0
|
1,725,931
|
|
480,845
|
390,150
|
60,154
|
107,754
|
3,274,834
|
2014
|
458,019
|
0
|
1,239,418
|
|
594,342
|
563,550
|
70,054
|
78,735
|
3,004,118
|
Name
|
Personal
Use of Company Aircraft (a) ($) |
Company
Physicals (b) ($) |
Tax &
Financial Planning (c) ($) |
Miscellaneous
Perks (d) ($) |
Company Contributions to Defined
Contribution Plans (e) ($) |
Matching
Contributions (f) ($) |
Total All
Other Compensation ($) |
Lee M. Tillman
|
0
|
2,917
|
15,000
|
62,219
|
156,187
|
10,000
|
246,323
|
Patrick J. Wagner
|
0
|
2,917
|
3,950
|
0
|
44,798
|
13,300
|
64,965
|
T. Mitchell Little
|
0
|
2,917
|
2,250
|
0
|
66,823
|
7,592
|
79,582
|
Sylvia J. Kerrigan
|
0
|
2,917
|
18,606
|
0
|
71,042
|
25,000
|
117,565
|
Catherine L. Krajicek
|
0
|
2,917
|
15,000
|
0
|
23,241
|
0
|
41,158
|
John R. Sult
|
0
|
2,917
|
15,000
|
0
|
61,691
|
0
|
79,608
|
Lance W. Robertson
|
0
|
2,917
|
9,616
|
0
|
52,438
|
3,648
|
68,619
|
|
|
|
|
Estimated Future Payouts
Under Non‑Equity Incentive Plan Awards |
Estimated Future Payouts
Under Equity Incentive Plan Awards |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
All Other
Option Awards: Number of Securities Underlying Options (#) |
Exercise
or Base Price of Option Awards ($) |
Grant Date
Fair Value of Stock and Option Awards (3) ($) |
||||
Name
|
Type of Award
|
Grant
Date |
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(#) |
Target
(#) |
Maximum
(#) |
||||
Lee M. Tillman
|
Annual Cash Bonus
|
|
0
|
1,312,500
|
2,625,000
|
|
|
|
|
|
|
0
|
|
Performance
Units (1) |
2/24/2016
|
|
|
|
219,576
|
439,151
|
878,302
|
|
|
|
3,170,670
|
|
Stock Options
|
2/24/2016
|
|
|
|
|
|
|
|
612,000
|
7.22
|
1,205,640
|
|
Restricted Stock
|
2/24/2016
|
|
|
|
|
|
|
197,618
|
|
|
1,426,802
|
Patrick J. Wagner
|
Annual Cash Bonus
|
|
0
|
311,250
|
622,500
|
|
|
|
|
|
|
0
|
|
Performance Units
(1)
|
2/24/2016
|
|
|
|
28,703
|
57,406
|
114,812
|
|
|
|
414,471
|
|
Stock Options
|
2/24/2016
|
|
|
|
|
|
|
|
80,000
|
7.22
|
157,600
|
|
Restricted Stock
|
2/24/2016
|
|
|
|
|
|
|
25,833
|
|
|
186,514
|
T. Mitchell Little
|
Annual Cash Bonus
|
|
0
|
510,000
|
1,020,000
|
|
|
|
|
|
|
0
|
|
Performance
Units (1) |
2/24/2016
|
|
|
|
63,146
|
126,292
|
252,584
|
|
|
|
911,828
|
|
Stock Options
|
2/24/2016
|
|
|
|
|
|
|
|
176,000
|
7.22
|
346,720
|
|
Restricted Stock
|
2/24/2016
|
|
|
|
|
|
|
56,832
|
|
|
410,327
|
|
Restricted
Stock (2) |
10/1/2016
|
|
|
|
|
|
|
38,536
|
|
|
609,254
|
Sylvia J. Kerrigan
|
Annual Cash Bonus
|
|
0
|
488,750
|
977,500
|
|
|
|
|
|
|
0
|
|
Performance Units
(1)
|
2/24/2016
|
|
|
|
57,406
|
114,811
|
229,622
|
|
|
|
828,935
|
|
Stock Options
|
2/24/2016
|
|
|
|
|
|
|
|
160,000
|
7.22
|
315,200
|
|
Restricted Stock
|
2/24/2016
|
|
|
|
|
|
|
51,665
|
|
|
373,021
|
Catherine L. Krajicek
|
Annual Cash Bonus
|
|
0
|
300,000
|
600,000
|
|
|
|
|
|
|
0
|
|
Performance
Units (1) |
2/24/2016
|
|
|
|
21,527
|
43,054
|
86,108
|
|
|
|
310,850
|
|
Stock Options
|
2/24/2016
|
|
|
|
|
|
|
|
60,000
|
7.22
|
118,200
|
|
Restricted Stock
|
2/24/2016
|
|
|
|
|
|
|
19,375
|
|
|
139,888
|
John R. Sult
|
Annual Cash Bonus
|
|
0
|
0
|
0
|
|
|
|
|
|
|
0
|
|
Performance Units
(1)
|
2/24/2016
|
|
|
|
66,017
|
132,033
|
264,066
|
|
|
|
953,278
|
|
Stock Options
|
2/24/2016
|
|
|
|
|
|
|
|
184,000
|
7.22
|
362,480
|
|
Restricted Stock
|
2/24/2016
|
|
|
|
|
|
|
59,415
|
|
|
428,976
|
Lance W. Robertson
|
Annual Cash Bonus
|
|
0
|
0
|
0
|
|
|
|
|
|
|
0
|
|
Performance
Units (1) |
2/24/2016
|
|
|
|
63,146
|
126,292
|
252,584
|
|
|
|
911,828
|
|
Stock Options
|
2/24/2016
|
|
|
|
|
|
|
|
176,000
|
7.22
|
346,720
|
|
Restricted Stock
|
2/24/2016
|
|
|
|
|
|
|
56,832
|
|
|
410,327
|
|
|
Option Awards
|
Stock Awards
|
|||||||
|
Number of Securities
Underlying Unexercised Options |
|
|
Restricted Stock/Units
|
Equity Incentive Plan Awards
(Performance Units) |
||||
Name and
Grant Date |
Exercisable
(#) |
Unexercisable
(1)
(#) |
Option
Exercise Price ($) |
Option
Expiration Date |
Number of
Shares or Units of Stock That Have Not Vested (2) (#) |
Market
Value of Shares or Units of Stock That Have Not Vested (3) ($) |
Number of
Unearned Shares, Units or Other Rights that Have Not Vested (4) (#) |
Market or
Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (5) ($) |
|
Lee M. Tillman
|
|
|
|
|
|
|
|
|
|
8/15/2013
|
229,886
|
0
|
34.65
|
|
8/15/2023
|
|
|
|
|
2/25/2014
|
220,126
|
110,063
|
34.03
|
|
2/25/2024
|
|
|
|
|
2/25/2015
|
85,530
|
171,061
|
29.06
|
|
2/25/2025
|
|
|
|
|
2/24/2016
|
0
|
612,000
|
7.22
|
|
2/24/2026
|
|
|
|
|
|
535,542
|
893,124
|
|
|
|
|
|
|
|
|
|
|
|
|
321,041
|
5,557,220
|
|
|
|
2014
|
|
|
|
|
|
|
84,262
|
0
|
|
2015
|
|
|
|
|
|
|
135,487
|
1,172,640
|
|
2016
|
|
|
|
|
|
|
439,151
|
7,601,704
|
|
Patrick J. Wagner
|
|
|
|
|
|
|
|
|
|
5/9/2014
|
37,922
|
18,961
|
35.91
|
|
5/9/2024
|
|
|
|
|
2/25/2015
|
11,716
|
23,434
|
29.06
|
|
2/25/2025
|
|
|
|
|
2/24/2016
|
0
|
80,000
|
7.22
|
|
2/24/2026
|
|
|
|
|
|
49,638
|
122,395
|
|
|
|
|
|
|
|
|
|
|
|
|
52,870
|
915,180
|
|
|
|
2015
|
|
|
|
|
|
|
18,560
|
160,637
|
|
2016
|
|
|
|
|
|
|
57,406
|
993,698
|
|
Option Awards
|
Stock Awards
|
|||||||
|
Number of Securities
Underlying Unexercised Options |
|
|
Restricted Stock/Units
|
Equity Incentive Plan Awards
(Performance Units) |
||||
T. Mitchell Little
|
|
|
|
|
|
|
|
|
|
5/30/2007
|
7,661
|
0
|
38.25
|
|
5/30/2017
|
|
|
|
|
5/28/2008
|
5,908
|
0
|
32.06
|
|
5/28/2018
|
|
|
|
|
5/25/2011
|
18,947
|
0
|
33.06
|
|
5/25/2021
|
|
|
|
|
8/31/2011
|
2,309
|
0
|
26.92
|
|
8/31/2021
|
|
|
|
|
2/28/2012
|
5,009
|
0
|
35.06
|
|
2/28/2022
|
|
|
|
|
2/26/2013
|
33,700
|
0
|
32.86
|
|
2/26/2023
|
|
|
|
|
2/25/2014
|
37,736
|
18,868
|
34.03
|
|
2/25/2024
|
|
|
|
|
2/25/2015
|
23,433
|
46,866
|
29.06
|
|
2/25/2025
|
|
|
|
|
2/24/2016
|
0
|
176,000
|
7.22
|
|
2/24/2026
|
|
|
|
|
|
134,703
|
241,734
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137,522
|
2,380,506
|
|
|
2014
|
|
|
|
|
|
|
|
14,445
|
0
|
2015
|
|
|
|
|
|
|
|
37,120
|
321,274
|
2016
|
|
|
|
|
|
|
|
126,292
|
2,186,115
|
Sylvia J. Kerrigan
|
|
|
|
|
|
|
|
|
|
5/30/2007
|
8,568
|
0
|
38.25
|
|
5/30/2017
|
|
|
|
|
5/28/2008
|
6,679
|
0
|
32.06
|
|
5/28/2018
|
|
|
|
|
5/27/2009
|
14,991
|
0
|
18.32
|
|
5/27/2019
|
|
|
|
|
2/24/2010
|
48,499
|
0
|
18.28
|
|
2/24/2020
|
|
|
|
|
2/23/2011
|
62,786
|
0
|
30.81
|
|
2/23/2021
|
|
|
|
|
2/28/2012
|
65,300
|
0
|
35.06
|
|
2/28/2022
|
|
|
|
|
2/26/2013
|
64,100
|
0
|
32.86
|
|
2/26/2023
|
|
|
|
|
2/25/2014
|
59,748
|
29,875
|
34.03
|
|
2/25/2024
|
|
|
|
|
2/25/2015
|
23,433
|
46,866
|
29.06
|
|
2/25/2025
|
|
|
|
|
2/24/2016
|
0
|
160,000
|
7.22
|
|
2/24/2026
|
|
|
|
|
|
354,104
|
236,741
|
|
|
|
|
|
|
|
|
|
|
|
|
85,373
|
1,477,807
|
|
|
|
2014
|
|
|
|
|
|
|
22,871
|
0
|
|
2015
|
|
|
|
|
|
|
37,120
|
321,274
|
|
2016
|
|
|
|
|
|
|
114,811
|
1,987,378
|
|
Catherine Krajicek
|
|
|
|
|
|
|
|
|
|
5/28/2008
|
3,530
|
0
|
32.06
|
|
5/28/2018
|
|
|
|
|
5/27/2009
|
4,315
|
0
|
18.32
|
|
5/27/2019
|
|
|
|
|
5/26/2010
|
9,021
|
0
|
19.03
|
|
5/26/2020
|
|
|
|
|
5/25/2011
|
10,065
|
0
|
33.06
|
|
5/25/2021
|
|
|
|
|
8/31/2011
|
7,392
|
0
|
26.92
|
|
8/31/2021
|
|
|
|
|
2/28/2012
|
5,491
|
0
|
35.06
|
|
2/28/2022
|
|
|
|
|
8/31/2012
|
7,304
|
0
|
27.82
|
|
8/31/2022
|
|
|
|
|
4/8/2013
|
6,467
|
0
|
32.84
|
|
4/8/2023
|
|
|
|
|
10/7/2013
|
6,633
|
0
|
34.72
|
|
10/7/2023
|
|
|
|
|
4/7/2014
|
13,029
|
6,515
|
34.90
|
|
4/7/2024
|
|
|
|
|
2/25/2015
|
5,858
|
11,717
|
29.06
|
|
2/25/2025
|
|
|
|
|
2/24/2016
|
0
|
60,000
|
7.22
|
|
2/24/2026
|
|
|
|
|
|
79,105
|
78,232
|
|
|
|
|
|
|
|
|
|
|
|
|
31,858
|
551,462
|
|
|
|
2015
|
|
|
|
|
|
|
9,280
|
80,318
|
|
2016
|
|
|
|
|
|
|
43,054
|
745,265
|
Name
|
Grant Date
|
|
# of Unvested Shares
|
Vesting Date
|
Lee M. Tillman
|
2/25/2014
|
|
42,131
|
2/25/2017
|
|
2/25/2015
|
|
81,292
|
2/25/2018
|
|
2/24/2016
|
|
197,618
|
2/24/2019
|
|
|
Total:
|
321,041
|
|
Patrick J. Wagner
|
5/9/2014
|
|
14,030
|
5/9/2017
|
|
5/9/2014
|
|
1,871
|
5/9/2017
|
|
2/25/2015
|
|
11,136
|
2/25/2018
|
|
2/24/2016
|
|
25,833
|
2/24/2019
|
|
|
Total:
|
52,870
|
|
T. Mitchell Little
|
2/25/2014
|
|
7,223
|
2/25/2017
|
|
7/30/2014
|
|
12,659
|
7/30/2017
|
|
2/25/2015
|
|
22,272
|
2/25/2018
|
|
2/24/2016
|
|
56,832
|
2/24/2019
|
|
10/1/2016
|
|
38,536
|
10/1/2019
|
|
|
Total:
|
137,522
|
|
Sylvia J. Kerrigan
|
2/25/2014
|
|
11,436
|
2/25/2017
|
|
2/25/2015
|
|
22,272
|
2/25/2018
|
|
2/24/2016
|
|
51,665
|
2/24/2019
|
|
|
Total:
|
85,373
|
|
Catherine L. Krajicek
|
4/6/2014
|
|
1,590
|
4/6/2017
|
|
10/28/2014
|
|
5,325
|
10/28/2017
|
|
2/25/2015
|
|
5,568
|
2/25/2018
|
|
2/24/2016
|
|
19,375
|
2/24/2019
|
|
|
Total:
|
31,858
|
|
|
|
Option Awards
|
Stock Awards
|
||
Name
|
Number of Shares
Acquired on Exercise (#) |
Value Realized on
Exercise (1) ($) |
Number of Shares
Acquired on Vesting (#) |
Value Realized on
Vesting (2) ($) |
Lee M. Tillman
|
0
|
0
|
91,727
|
1,368,567
|
Patrick J. Wagner
|
0
|
0
|
1,871
|
21,741
|
T. Mitchell Little
|
0
|
0
|
19,243
|
227,404
|
Sylvia J. Kerrigan
|
0
|
0
|
11,300
|
89,270
|
Catherine L. Krajicek
|
0
|
0
|
4,076
|
47,362
|
John R. Sult
|
0
|
0
|
0
|
0
|
Lance W. Robertson
|
0
|
0
|
10,647
|
101,816
|
|
•
|
Marathon Oil Company Thrift Plan (“Thrift Plan”): A tax-qualified 401(k) plan that currently provides for company matching contributions of up to 7% of eligible earnings.
|
•
|
Retirement Plan of Marathon Oil Company (“Retirement Plan”): A tax qualified defined benefit pension plan.
|
•
|
Excess Benefit Plan (“Excess Plan”): A nonqualified plan. The defined benefit portion allows participants to accrue benefits above the defined benefit tax limits, and the defined contribution portion allows participants to accrue benefits above the defined contribution tax limits.
|
•
|
Marathon Oil Company Deferred Compensation Plan (“Deferred Compensation Plan”): A nonqualified plan allowing participants to defer a portion of their compensation and accrue benefits above the Thrift Plan tax limits.
|
[
|
1.6%
|
x
|
Final Average Pay
|
x
|
Years of Participation
|
]
|
-
|
[
|
1.33%
|
x
|
Estimated Primary SS Benefit
|
x
|
Years of Participation
|
]
|
Name
|
Plan Name
|
Number of Years of Credited Service
(1)
(#) |
Present Value of Accumulated Benefit
(2)
($) |
Payments During Last Fiscal Year
($) |
Lee M. Tillman
|
Retirement Plan
|
3.42
|
91,815
|
0
|
|
Marathon Oil Company Excess Benefit Plan
|
3.42
|
635,368
|
0
|
Patrick J. Wagner
|
Retirement Plan
|
2.83
|
66,672
|
0
|
|
Marathon Oil Company Excess Benefit Plan
|
2.83
|
72,505
|
0
|
T. Mitchell Little
|
Retirement Plan
|
29.58
|
1,155,014
|
0
|
|
Marathon Oil Company Excess Benefit Plan
|
29.58
|
3,033,462
|
0
|
Sylvia J. Kerrigan
|
Retirement Plan
|
19.67
|
669,148
|
0
|
|
Marathon Oil Company Excess Benefit Plan
|
19.67
|
3,017,027
|
0
|
Catherine L. Krajicek
|
Retirement Plan
|
9.33
|
267,206
|
0
|
|
Marathon Oil Company Excess Benefit Plan
|
9.33
|
318,385
|
0
|
John R. Sult
|
Retirement Plan
|
3
|
87,269
|
0
|
|
Marathon Oil Company Excess Benefit Plan
|
3
|
234,110
|
0
|
Lance W. Robertson
|
Retirement Plan
|
4.92
|
86,520
|
0
|
|
Marathon Oil Company Excess Benefit Plan
|
4.92
|
181,674
|
0
|
|
Name
|
Plan Name
|
Executive
Contributions in Last Fiscal Year ($) |
Registrant
Contributions in Last Fiscal Year (1) ($) |
Aggregate
Earnings in Last Fiscal Year ($) |
Aggregate
Withdrawals/ Distributions ($) |
Aggregate
Balance at Last Fiscal Year End ($) |
Lee M. Tillman
|
Deferred Compensation
|
0
|
137,637
|
37,708
|
0
|
549,919
|
Patrick J. Wagner
|
Deferred Compensation
|
62,555
(2)
|
26,248
|
16,250
|
0
|
214,090
|
T. Mitchell Little
|
Deferred Compensation
|
0
|
48,273
|
12,198
|
0
|
195,286
|
|
Excess Benefit Plan
|
0
|
0
|
1,365
|
0
|
67,630
|
Sylvia J. Kerrigan
|
Deferred Compensation
|
0
|
52,492
|
11,921
|
0
|
613,378
|
|
Excess Benefit Plan
|
0
|
0
|
892
|
0
|
44,295
|
Catherine L. Krajicek
|
Deferred Compensation
|
0
|
19,526
|
853
|
0
|
54,759
|
|
Excess Benefit Plan
|
0
|
0
|
3,664
|
0
|
181,543
|
John R. Sult
|
Deferred Compensation
|
0
|
43,141
|
15,740
|
0
|
220,107
|
Lance W. Robertson
|
Deferred Compensation
|
27,311
(3)
|
33,888
|
32,955
|
0
|
333,899
|
|
Excess Benefit Plan
|
0
|
0
|
419
|
0
|
20,759
|
|
•
|
any person not affiliated with Marathon Oil acquires 20% or more of the voting power of our outstanding securities;
|
•
|
our Board no longer has a majority comprised of (1) individuals who were directors on the effective date of the plan and (2) new directors (other than directors who join our Board in connection with an election contest) approved by two-thirds of the directors then in office who (a) were directors on the effective date of the plan or (b) were themselves previously approved by our Board in this manner;
|
•
|
we merge with another company and, as a result, our stockholders hold less than 50% of the surviving entity’s voting power immediately after the transaction;
|
•
|
our stockholders approve a plan of complete liquidation of Marathon Oil; or
|
•
|
we sell all or substantially all of our assets.
|
•
|
a cash payment of up to three times the sum of the NEO’s current salary on the termination date plus the average bonus awarded to the NEO in the three years before the termination or change in control (or during the period of employment if less than three years);
|
•
|
life and health insurance benefits for up to 36 months after termination, at the lesser of the current cost or the active employee cost;
|
•
|
an additional three years of service credit and three years of age credit for purposes of retiree health and life insurance benefits;
|
•
|
a cash payment equal to the difference between the amount receivable under our defined contribution plan and the amount which would have been received if the NEO’s savings had been fully vested;
|
•
|
a cash payment equal to the actuarial equivalent of the difference between the amounts receivable by the NEO under the final average pay formula in our pension plans and the amounts which would be payable if (a) the NEO had an additional three years of participation service credit, (b) the NEO’s final average pay would be the higher of salary at the time of the change in control event or termination plus his or her highest annual bonus from the preceding three years, (c) for purposes of determining early retirement commencement factors, the NEO had three additional years of vesting service credit and three additional years of age, and (d) the NEO’s pension had been fully vested; and
|
•
|
a cash payment equal to the difference between the amount receivable under our defined benefit plan and the amount which would have been received if the NEO’s savings had been fully vested.
|
•
|
performance units granted prior to 2015 vest at the target level; and
|
•
|
performance units granted after 2014 will vest at the applicable performance percentage based on Marathon Oil’s actual relative TSR ending on the day immediately prior to the date of the change of control.
|
Name
|
Accelerated Vesting of LTI
($) |
Lee M. Tillman
|
21,679,284
|
Patrick J. Wagner
|
3,037,352
|
T. Mitchell Little
|
6,985,008
|
Sylvia J. Kerrigan
|
5,722,132
|
Catherine L. Krajicek
|
2,062,764
|
Name
|
Accelerated
Vesting of LTI ($) |
Severance
Payment (1) ($) |
Health and Welfare Benefits
(2)
($) |
Retirement
Enhancement (3) ($) |
Total
Payments ($) |
|||
Lee M. Tillman
|
21,679,284
|
7,912,500
|
|
100,879
|
0
|
|
29,692,663
|
|
Patrick J. Wagner
|
3,037,352
|
1,863,759
|
|
76,737
|
0
|
|
4,977,848
|
|
T. Mitchell Little
|
6,985,008
|
1,876,749
|
|
105,339
|
1,737,309
|
|
10,704,405
|
|
Sylvia J. Kerrigan
|
5,722,132
|
3,199,500
|
|
115,007
|
2,405,708
|
|
11,442,347
|
|
Catherine L. Krajicek
|
2,062,764
|
1,876,749
|
|
287,467
|
525,477
|
|
4,752,457
|
|
•
|
Each director and executive officer must submit a list of his or her immediate family members, each listed individual’s employer and job title, each firm, corporation or other entity in which such individual is a director, executive officer, partner or principal or in a similar position or in which such person has a five percent or greater beneficial ownership interest, and any profit, non-profit charitable or trade organization for which such individual is actively involved in fundraising or otherwise serves as a director, trustee or in a similar capacity.
|
•
|
The Company maintains a list, to the extent the information is publicly available, of five percent beneficial owners, including (a) if the owner is an individual, the same information requested of directors and executive officers as noted above, and (b) if the owner is a firm, corporation or other entity, a list of principals or executive officers of the firm, corporation or entity.
|
•
|
The Corporate Governance and Nominating Committee considers the facts and circumstances of each related person transaction and determines whether to approve it.
|
•
|
Any pending or ongoing related person transaction is submitted to the Corporate Governance and Nominating Committee or Committee Chair, which will consider all of the relevant facts and circumstances. Based on the conclusions reached, the Corporate Governance and Nominating Committee or the Committee Chair evaluates all options, including ratification, amendment or termination of the related person transaction.
|
•
|
The Corporate Governance and Nominating Committee annually reviews any previously approved or ratified related person transaction with a remaining term of more than six months or remaining amounts payable to or receivable from the Company of more than $120,000. Based on all relevant facts and circumstances, taking into consideration the Company’s contractual obligations, the Committee determines whether it is in the best interests of the Company and its stockholders to continue, modify or terminate the transaction.
|
|
2016
|
2015
|
||
Audit Fees
|
$6,552
|
|
$7,036
|
|
Audit‑Related Fees
|
16
|
|
16
|
|
Tax Fees
|
365
|
|
365
|
|
All Other Fees
|
5
|
|
5
|
|
Total
|
$6,938
|
|
$7,422
|
|
Proposal 2
|
For the reasons stated above, your Board of Directors recommends a vote FOR Proposal 2 ratifying of the selection of PricewaterhouseCoopers LLP as the Company’s Independent Auditor for 2017.
|
þ
|
Proposal 3
|
For the reasons stated above, your Board of Directors recommends a vote FOR Proposal 3 approving the compensation of our Named Executive Officers.
|
þ
|
Proposal 4
|
For the reasons stated above, your Board of Directors recommends a vote for “EVERY YEAR” (1) on this Proposal 4.
|
þ
|
|
|
Marathon Oil Corporation
5555 San Felipe Street Houston, TX 77056 |
1 Year Marathon Oil Chart |
1 Month Marathon Oil Chart |
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