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MARATHON OIL CORP. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and MARATHON OIL CORP.’s Form 8-K, filed May 23, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.

11Ballot items
755Asset managers
8,553Fund votes
May 22, 2024Meeting date

Results at a glance

Meeting of May 22, 2024: 11 items on MARATHON OIL CORP.’s Form 8-K, filed May 23, 2024: 8 elected · 3 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025

Explore MARATHON OIL CORP. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by MARATHON OIL CORP.

These tallies are MARATHON OIL CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 23, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

MARATHON OIL CORP. — official shareholder meeting results, meeting held May 22, 2024
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Chadwick C. Deaton	400,266,375	10,682,227	720,165	--	66,999,616	97%	Elected	—
Elect Director: Marcela E. Donadio	391,937,128	19,031,880	699,759	--	68,999,616	95%	Elected	—
Elect Director: M. Elise Hyland	399,882,197	11,073,391	713,179	--	68,999,616	97%	Elected	—
Elect Director: Holli C. Ladhani	405,406,467	5,549,924	712,376	--	68,999,616	99%	Elected	—
Elect Director: Mark A. McCollum	394,535,953	16,417,982	714,832	--	68,999,616	96%	Elected	—
Elect Director: Brent J. Smolik	401,357,133	9,596,677	714,957	--	68,999,616	98%	Elected	—
Elect Director: Lee M. Tillman	400,062,660	10,933,967	672,140	--	68,999,616	97%	Elected	—
Elect Director: Shawn D. Williams	406,451,527	4,508,370	708,870	--	68,999,616	99%	Elected	—
2. PricewaterhouseCoopers LLP	460,815,347	19,035,340	817,696	--	--	96%	Approved	—
3. Compensation of our named executive officers	384,384,109	26,113,807	1,170,851	--	68,999,616	94%	Approved	—
4. Amendment to our Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted under Delaware Law	355,169,981	55,387,002	1,111,784	--	68,999,616	87%	Approved	—

Source: MARATHON OIL CORP., Form 8-K, filed with the SEC on May 23, 2024 — read the filing on EDGAR.

How asset managers voted at the MARATHON OIL CORP. 2023-2024 meeting

Each item below shows how the 755 asset managers that disclosed a MARATHON OIL CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Brent J. Smolik

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 401,357,133AGAINST: 9,596,677

Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: Election of directors for a one-year term expiring in 2025: Brent J. Smolik

MARATHON OIL CORP.’s own tally for this item (“Elect Director: Brent J. Smolik”): 401,357,133 for, 9,596,677 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of our director nominees was elected for a term expiring in 2025.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 148 asset managers below reported 238,310,726 for, 2,401,204 against, 1 withheld, 47,045 abstained.

FOR

FOR: 238,310,726AGAINST: 2,401,204ABSTAIN: 47,045WITHHOLD: 1

Largest asset managers voting on “Election of directors for a one-year term expiring in 2025: Brent J. Smolik” at MARATHON OIL CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	84,756,635	0	0	For
Invesco	30,970,002	0	0	For
State Street	19,522,287	2,533	0	For
BlackRock	16,644,905	8,891	0	For
Fidelity	14,428,001	0	0	For
Pacer Funds Trust	11,741,523	0	0	For
Lincoln Financial	6,522,051	0	0	For
Dimensional	5,739,099	0	0	For
Charles Schwab	5,233,592	0	0	For
Brighthouse	4,089,777	0	40,013	For
Hartford	3,918,664	0	0	For
Victory Capital	2,637,823	0	0	For
TIAA	2,629,580	0	0	For
First Trust	2,384,069	0	0	For
JANUS INVESTMENT FUND	1,852,509	0	0	For
BNY Mellon	204,467	1,555,149	0	Mixed
Jackson National	1,467,927	0	0	For
AMERICAN BEACON FUNDS	1,111,817	125,000	0	Mixed
Prudential/PGIM	1,214,799	0	0	For
American Century	1,170,443	0	0	For
HOTCHKIS & WILEY FUNDS /DE/	940,550	0	0	For
MASTER INVESTMENT PORTFOLIO	936,637	0	0	For
Bridge Builder Trust	933,650	0	0	For
New York Life	570,011	267,064	0	Mixed
Equitable	816,804	0	0	For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

2. Elect Director: Chadwick C. Deaton

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 400,266,375AGAINST: 10,682,227

Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: Election of directors for a one-year term expiring in 2025: Chadwick C. Deaton

MARATHON OIL CORP.’s own tally for this item (“Elect Director: Chadwick C. Deaton”): 400,266,375 for, 10,682,227 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of our director nominees was elected for a term expiring in 2025.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 148 asset managers below reported 238,393,564 for, 2,318,366 against, 1 withheld, 47,045 abstained.

FOR

FOR: 238,393,564AGAINST: 2,318,366ABSTAIN: 47,045WITHHOLD: 1

Largest asset managers voting on “Election of directors for a one-year term expiring in 2025: Chadwick C. Deaton” at MARATHON OIL CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	84,756,635	0	0	For
Invesco	30,970,002	0	0	For
State Street	19,522,287	2,533	0	For
BlackRock	16,644,905	8,891	0	For
Fidelity	14,428,001	0	0	For
Pacer Funds Trust	11,741,523	0	0	For
Lincoln Financial	6,522,051	0	0	For
Dimensional	5,739,099	0	0	For
Charles Schwab	5,233,592	0	0	For
Brighthouse	4,089,777	0	40,013	For
Hartford	3,918,664	0	0	For
Victory Capital	2,637,823	0	0	For
TIAA	2,629,580	0	0	For
First Trust	2,384,069	0	0	For
JANUS INVESTMENT FUND	1,852,509	0	0	For
BNY Mellon	204,467	1,555,149	0	Mixed
Jackson National	1,467,927	0	0	For
AMERICAN BEACON FUNDS	1,111,817	125,000	0	Mixed
Prudential/PGIM	1,214,799	0	0	For
American Century	1,170,443	0	0	For
HOTCHKIS & WILEY FUNDS /DE/	940,550	0	0	For
MASTER INVESTMENT PORTFOLIO	936,637	0	0	For
Bridge Builder Trust	933,650	0	0	For
New York Life	570,011	267,064	0	Mixed
Equitable	816,804	0	0	For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

3. Elect Director: Holli C. Ladhani

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 405,406,467AGAINST: 5,549,924

Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: Election of directors for a one-year term expiring in 2025: Holli C. Ladhani

MARATHON OIL CORP.’s own tally for this item (“Elect Director: Holli C. Ladhani”): 405,406,467 for, 5,549,924 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of our director nominees was elected for a term expiring in 2025.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 148 asset managers below reported 240,694,928 for, 17,001 against, 1 withheld, 47,045 abstained.

FOR

FOR: 240,694,928AGAINST: 17,001ABSTAIN: 47,045WITHHOLD: 1

Largest asset managers voting on “Election of directors for a one-year term expiring in 2025: Holli C. Ladhani” at MARATHON OIL CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	84,756,635	0	0	For
Invesco	30,970,002	0	0	For
State Street	19,522,878	1,942	0	For
BlackRock	16,650,641	3,155	0	For
Fidelity	14,428,001	0	0	For
Pacer Funds Trust	11,741,523	0	0	For
Lincoln Financial	6,522,051	0	0	For
Dimensional	5,739,099	0	0	For
Charles Schwab	5,233,592	0	0	For
Brighthouse	4,089,777	0	40,013	For
Hartford	3,918,664	0	0	For
Victory Capital	2,637,823	0	0	For
TIAA	2,629,580	0	0	For
First Trust	2,384,069	0	0	For
JANUS INVESTMENT FUND	1,852,509	0	0	For
BNY Mellon	1,759,616	0	0	For
Jackson National	1,467,927	0	0	For
AMERICAN BEACON FUNDS	1,236,817	0	0	For
Prudential/PGIM	1,214,799	0	0	For
American Century	1,170,443	0	0	For
HOTCHKIS & WILEY FUNDS /DE/	940,550	0	0	For
MASTER INVESTMENT PORTFOLIO	936,637	0	0	For
Bridge Builder Trust	933,650	0	0	For
New York Life	837,075	0	0	For
Equitable	816,804	0	0	For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

4. Elect Director: Lee M. Tillman

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 400,062,660AGAINST: 10,933,967

Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: Election of directors for a one-year term expiring in 2025: Lee M. Tillman

MARATHON OIL CORP.’s own tally for this item (“Elect Director: Lee M. Tillman”): 400,062,660 for, 10,933,967 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 148 asset managers below reported 240,503,224 for, 208,706 against, 1 withheld, 47,045 abstained.

FOR

FOR: 240,503,224AGAINST: 208,706ABSTAIN: 47,045WITHHOLD: 1

Largest asset managers voting on “Election of directors for a one-year term expiring in 2025: Lee M. Tillman” at MARATHON OIL CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	84,756,635	0	0	For
Invesco	30,970,002	0	0	For
State Street	19,522,800	2,020	0	For
BlackRock	16,650,641	3,155	0	For
Fidelity	14,428,001	0	0	For
Pacer Funds Trust	11,741,523	0	0	For
Lincoln Financial	6,522,051	0	0	For
Dimensional	5,739,099	0	0	For
Charles Schwab	5,233,592	0	0	For
Brighthouse	4,089,777	0	40,013	For
Hartford	3,918,664	0	0	For
Victory Capital	2,637,823	0	0	For
TIAA	2,629,580	0	0	For
First Trust	2,384,069	0	0	For
JANUS INVESTMENT FUND	1,852,509	0	0	For
BNY Mellon	1,759,616	0	0	For
Jackson National	1,467,927	0	0	For
AMERICAN BEACON FUNDS	1,236,817	0	0	For
Prudential/PGIM	1,214,799	0	0	For
American Century	1,170,443	0	0	For
HOTCHKIS & WILEY FUNDS /DE/	940,550	0	0	For
MASTER INVESTMENT PORTFOLIO	936,637	0	0	For
Bridge Builder Trust	933,650	0	0	For
New York Life	837,075	0	0	For
Equitable	816,804	0	0	For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

5. Elect Director: M. Elise Hyland

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 399,882,197AGAINST: 11,073,391

Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: Election of directors for a one-year term expiring in 2025: M. Elise Hyland

MARATHON OIL CORP.’s own tally for this item (“Elect Director: M. Elise Hyland”): 399,882,197 for, 11,073,391 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 148 asset managers below reported 237,948,268 for, 2,763,661 against, 1 withheld, 47,045 abstained.

FOR

FOR: 237,948,268AGAINST: 2,763,661ABSTAIN: 47,045WITHHOLD: 1

Largest asset managers voting on “Election of directors for a one-year term expiring in 2025: M. Elise Hyland” at MARATHON OIL CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	84,756,635	0	0	For
Invesco	30,970,002	0	0	For
State Street	19,522,878	1,942	0	For
BlackRock	16,650,641	3,155	0	For
Fidelity	14,428,001	0	0	For
Pacer Funds Trust	11,741,523	0	0	For
Lincoln Financial	6,522,051	0	0	For
Dimensional	5,739,099	0	0	For
Charles Schwab	5,233,592	0	0	For
Brighthouse	4,089,777	0	40,013	For
Hartford	3,918,664	0	0	For
Victory Capital	2,637,823	0	0	For
TIAA	0	2,629,580	0	Against
First Trust	2,384,069	0	0	For
JANUS INVESTMENT FUND	1,852,509	0	0	For
BNY Mellon	1,759,616	0	0	For
Jackson National	1,467,927	0	0	For
AMERICAN BEACON FUNDS	1,236,817	0	0	For
Prudential/PGIM	1,214,799	0	0	For
American Century	1,170,443	0	0	For
HOTCHKIS & WILEY FUNDS /DE/	940,550	0	0	For
MASTER INVESTMENT PORTFOLIO	936,637	0	0	For
Bridge Builder Trust	933,650	0	0	For
New York Life	837,075	0	0	For
Equitable	816,804	0	0	For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

6. Elect Director: Marcela E. Donadio

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 391,937,128AGAINST: 19,031,880

Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: Election of directors for a one-year term expiring in 2025: Marcela E. Donadio

MARATHON OIL CORP.’s own tally for this item (“Elect Director: Marcela E. Donadio”): 391,937,128 for, 19,031,880 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of our director nominees was elected for a term expiring in 2025.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 148 asset managers below reported 233,245,036 for, 7,466,894 against, 1 withheld, 47,045 abstained.

FOR

FOR: 233,245,036AGAINST: 7,466,894ABSTAIN: 47,045WITHHOLD: 1

Largest asset managers voting on “Election of directors for a one-year term expiring in 2025: Marcela E. Donadio” at MARATHON OIL CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	84,756,635	0	0	For
Invesco	30,970,002	0	0	For
State Street	19,522,287	2,533	0	For
BlackRock	16,644,905	8,891	0	For
Fidelity	14,428,001	0	0	For
Pacer Funds Trust	11,741,523	0	0	For
Lincoln Financial	6,364,868	157,183	0	For
Dimensional	5,739,099	0	0	For
Charles Schwab	5,233,592	0	0	For
Brighthouse	4,089,777	0	40,013	For
Hartford	0	3,918,664	0	Against
Victory Capital	2,637,823	0	0	For
TIAA	2,629,580	0	0	For
First Trust	2,384,069	0	0	For
JANUS INVESTMENT FUND	1,852,509	0	0	For
BNY Mellon	204,467	1,555,149	0	Mixed
Jackson National	1,467,927	0	0	For
AMERICAN BEACON FUNDS	1,111,817	125,000	0	Mixed
Prudential/PGIM	1,086,135	128,664	0	Mixed
American Century	1,170,443	0	0	For
HOTCHKIS & WILEY FUNDS /DE/	940,550	0	0	For
MASTER INVESTMENT PORTFOLIO	936,637	0	0	For
Bridge Builder Trust	933,650	0	0	For
New York Life	72,241	764,834	0	Mixed
Equitable	706,198	110,606	0	Mixed

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

7. Elect Director: Mark A. McCollum

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 394,535,953AGAINST: 16,417,982

Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: Election of directors for a one-year term expiring in 2025: Mark A. McCollum

MARATHON OIL CORP.’s own tally for this item (“Elect Director: Mark A. McCollum”): 394,535,953 for, 16,417,982 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of our director nominees was elected for a term expiring in 2025.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 148 asset managers below reported 233,255,271 for, 7,456,658 against, 1 withheld, 47,045 abstained.

FOR

FOR: 233,255,271AGAINST: 7,456,658ABSTAIN: 47,045WITHHOLD: 1

Largest asset managers voting on “Election of directors for a one-year term expiring in 2025: Mark A. McCollum” at MARATHON OIL CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	84,756,635	0	0	For
Invesco	30,970,002	0	0	For
State Street	19,522,878	1,942	0	For
BlackRock	16,650,641	3,155	0	For
Fidelity	14,428,001	0	0	For
Pacer Funds Trust	11,741,523	0	0	For
Lincoln Financial	6,364,868	157,183	0	For
Dimensional	5,739,099	0	0	For
Charles Schwab	5,233,592	0	0	For
Brighthouse	4,089,777	0	40,013	For
Hartford	0	3,918,664	0	Against
Victory Capital	2,637,823	0	0	For
TIAA	2,629,580	0	0	For
First Trust	2,384,069	0	0	For
JANUS INVESTMENT FUND	1,852,509	0	0	For
BNY Mellon	204,467	1,555,149	0	Mixed
Jackson National	1,467,927	0	0	For
AMERICAN BEACON FUNDS	1,236,817	0	0	For
Prudential/PGIM	1,086,135	128,664	0	Mixed
American Century	1,170,443	0	0	For
HOTCHKIS & WILEY FUNDS /DE/	940,550	0	0	For
MASTER INVESTMENT PORTFOLIO	936,637	0	0	For
Bridge Builder Trust	933,650	0	0	For
New York Life	72,241	764,834	0	Mixed
Equitable	706,198	110,606	0	Mixed

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

8. Elect Director: Shawn D. Williams

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 406,451,527AGAINST: 4,508,370

Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: Election of directors for a one-year term expiring in 2025: Shawn D. Williams

MARATHON OIL CORP.’s own tally for this item (“Elect Director: Shawn D. Williams”): 406,451,527 for, 4,508,370 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 148 asset managers below reported 240,570,142 for, 141,788 against, 1 withheld, 47,045 abstained.

FOR

FOR: 240,570,142AGAINST: 141,788ABSTAIN: 47,045WITHHOLD: 1

Largest asset managers voting on “Election of directors for a one-year term expiring in 2025: Shawn D. Williams” at MARATHON OIL CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	84,756,635	0	0	For
Invesco	30,970,002	0	0	For
State Street	19,522,287	2,533	0	For
BlackRock	16,644,905	8,891	0	For
Fidelity	14,428,001	0	0	For
Pacer Funds Trust	11,741,523	0	0	For
Lincoln Financial	6,522,051	0	0	For
Dimensional	5,739,099	0	0	For
Charles Schwab	5,233,592	0	0	For
Brighthouse	4,089,777	0	40,013	For
Hartford	3,918,664	0	0	For
Victory Capital	2,637,823	0	0	For
TIAA	2,629,580	0	0	For
First Trust	2,384,069	0	0	For
JANUS INVESTMENT FUND	1,852,509	0	0	For
BNY Mellon	1,759,616	0	0	For
Jackson National	1,467,927	0	0	For
AMERICAN BEACON FUNDS	1,111,817	125,000	0	Mixed
Prudential/PGIM	1,214,799	0	0	For
American Century	1,170,443	0	0	For
HOTCHKIS & WILEY FUNDS /DE/	940,550	0	0	For
MASTER INVESTMENT PORTFOLIO	936,637	0	0	For
Bridge Builder Trust	933,650	0	0	For
New York Life	837,075	0	0	For
Equitable	816,804	0	0	For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

9. 4. Amendment to our Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted…

Official resultOTHERReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

87% Approved · of votes cast

FOR 87%

FOR: 355,169,981AGAINST: 55,387,002

Details: description as filed, official tally, votes by 147 asset managers

Description as filed by funds: Approve an Amendment to our Amended and Restated Certificate of Incorporation to Provide for the Exculpation of Officers

MARATHON OIL CORP.’s own tally for this item (“4. Amendment to our Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted under Delaware Law”): 355,169,981 for, 55,387,002 against — passed, per its Form 8-K filed May 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Amendment to our Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted under Delaware Law was approved.”
Support: 87% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of MARATHON OIL CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Approve Article Amendments” (2 managers, 100 against).

The 147 asset managers below reported 218,477,948 for, 22,148,420 against, 2 withheld, 47,045 abstained.

FOR

FOR: 218,477,948AGAINST: 22,148,420ABSTAIN: 47,045WITHHOLD: 2

Largest asset managers voting on “Approve an Amendment to our Amended and Restated Certificate of Incorporation to Provide for the Exculpation o” at MARATHON OIL CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	84,756,635	0	0	For
Invesco	30,970,002	0	0	For
State Street	19,524,416	404	0	For
BlackRock	16,637,542	16,254	0	For
Fidelity	14,043,011	384,990	0	For
Pacer Funds Trust	0	11,741,523	0	Against
Lincoln Financial	6,483,211	38,840	0	For
Dimensional	5,739,099	0	0	For
Charles Schwab	0	5,233,592	0	Against
Brighthouse	3,879,077	210,700	40,013	Mixed
Hartford	3,918,664	0	0	For
Victory Capital	2,637,823	0	0	For
TIAA	2,629,580	0	0	For
First Trust	2,384,069	0	0	For
JANUS INVESTMENT FUND	1,852,509	0	0	For
BNY Mellon	1,759,616	0	0	For
Jackson National	1,467,927	0	0	For
AMERICAN BEACON FUNDS	1,236,817	0	0	For
Prudential/PGIM	1,214,799	0	0	For
American Century	1,170,443	0	0	For
HOTCHKIS & WILEY FUNDS /DE/	940,550	0	0	For
MASTER INVESTMENT PORTFOLIO	936,637	0	0	For
Bridge Builder Trust	46,615	887,035	0	Against
New York Life	837,075	0	0	For
Equitable	816,804	0	0	For

Showing the 25 largest of 147 asset managers. See all 147 in the interactive database.

10. 3. Compensation of our named executive officers

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 25 wordings of this item as funds reported it.

94% Approved · of votes cast

FOR 94%

FOR: 384,384,109AGAINST: 26,113,807

Details: description as filed, official tally, votes by 753 asset managers

Description as filed by funds: Advisory Vote to Approve the Compensation of our Named Executive Officers.

MARATHON OIL CORP.’s own tally for this item (“3. Compensation of our named executive officers”): 384,384,109 for, 26,113,807 against — passed, per its Form 8-K filed May 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The compensation of our named executive officers was approved, on an advisory basis.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 146 asset managers voting on “Advisory Vote to Approve the Compensation of our Named Executive Officers.” at MARATHON OIL CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	84,756,635	0	0	For
Invesco	30,970,002	0	0	For
State Street	19,524,820	0	0	For
BlackRock	16,653,796	0	0	For
Fidelity	14,428,001	0	0	For
Pacer Funds Trust	11,741,523	0	0	For
Lincoln Financial	6,483,211	38,840	0	For
Dimensional	5,739,099	0	0	For
Charles Schwab	5,233,592	0	0	For
Brighthouse	4,089,777	0	40,013	For
Hartford	3,918,664	0	0	For
Victory Capital	2,637,823	0	0	For
TIAA	2,629,580	0	0	For
First Trust	2,384,069	0	0	For
JANUS INVESTMENT FUND	1,852,509	0	0	For
BNY Mellon	0	1,759,616	0	Against
Jackson National	545,622	922,305	0	Mixed
AMERICAN BEACON FUNDS	1,236,817	0	0	For
Prudential/PGIM	1,214,799	0	0	For
American Century	1,170,443	0	0	For
HOTCHKIS & WILEY FUNDS /DE/	940,550	0	0	For
MASTER INVESTMENT PORTFOLIO	936,637	0	0	For
Bridge Builder Trust	933,650	0	0	For
New York Life	570,011	267,064	0	Mixed
Equitable	816,804	0	0	For

Fund voting reports, all 146 managers: 235,852,164 for, 4,844,234 against, 2 withheld, 47,045 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 633 asset managers voting on “Advisory Vote to Approve the Compensation of our Named Executive Officers.” at MARATHON OIL CORP., 2023-2024
Asset manager	For	Against	Vote
Invesco	31,910,565	0	For
State Street	29,649,123	0	For
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC	21,375,125	0	For
BlackRock	18,944,520	1,091	For
GEODE CAPITAL MANAGEMENT, LLC	13,443,166	0	For
Bridgewater	10,154,080	0	For
Wellington	6,366,515	0	For
PARAMETRIC PORTFOLIO ASSOCIATES LLC	6,058,293	0	For
Northern Trust	5,977,412	13,260	For
Charles Schwab	5,273,191	0	For
LSV ASSET MANAGEMENT	4,680,631	0	For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	4,618,545	0	For
MELLON INVESTMENTS Corp	266	3,814,846	Against
Goldman Sachs	3,309,566	0	For
Nuveen	2,654,586	0	For
Victory Capital	2,598,959	0	For
Vanguard	2,519,487	0	For
Newton Investment Management North America, LLC	0	2,484,990	Against
JPMorgan	848,378	1,547,436	Mixed
Legal & General Investment Management Ltd	0	2,388,714	Against
Janus Henderson	2,209,666	0	For
Dimensional	2,165,994	0	For
Amundi	1,952,218	0	For
SIR Capital Management, L.P.	1,910,371	0	For
Point72	1,833,502	0	For

Institutional-manager reports, all 633 managers: 232,099,247 for, 18,455,664 against, 18,374 abstained, 24,742 not voted, 120,739 unknown. Showing the 25 largest; see all in the interactive database.

11. 2. PricewaterhouseCoopers LLP

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 7 wordings of this item as funds reported it.

96% Approved · of votes cast

FOR 96%

FOR: 460,815,347AGAINST: 19,035,340

Details: description as filed, official tally, votes by 148 asset managers

Description as filed by funds: Ratify the selection of PricewaterhouseCoopers LLP as our independent auditor for 2024.

MARATHON OIL CORP.’s own tally for this item (“2. PricewaterhouseCoopers LLP”): 460,815,347 for, 19,035,340 against — passed, per its Form 8-K filed May 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “PricewaterhouseCoopers LLP was ratified as our independent registered public accounting firm for 2024.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of MARATHON OIL CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Ratify Appointment of Independent Auditors” (3 managers, 10,800 for).

The 148 asset managers below reported 238,474,683 for, 2,237,248 against, 1 withheld, 47,045 abstained.

FOR

FOR: 238,474,683AGAINST: 2,237,248ABSTAIN: 47,045WITHHOLD: 1

Largest asset managers voting on “Ratify the selection of PricewaterhouseCoopers LLP as our independent auditor for 2024.” at MARATHON OIL CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	84,756,635	0	0	For
Invesco	30,970,002	0	0	For
State Street	19,524,416	404	0	For
BlackRock	16,653,796	0	0	For
Fidelity	14,428,001	0	0	For
Pacer Funds Trust	11,741,523	0	0	For
Lincoln Financial	6,522,051	0	0	For
Dimensional	5,739,099	0	0	For
Charles Schwab	5,233,592	0	0	For
Brighthouse	4,089,777	0	40,013	For
Hartford	3,918,664	0	0	For
Victory Capital	2,637,823	0	0	For
TIAA	2,629,580	0	0	For
First Trust	2,384,069	0	0	For
JANUS INVESTMENT FUND	1,852,509	0	0	For
BNY Mellon	204,467	1,555,149	0	Mixed
Jackson National	1,467,927	0	0	For
AMERICAN BEACON FUNDS	1,236,817	0	0	For
Prudential/PGIM	1,214,799	0	0	For
American Century	1,170,443	0	0	For
HOTCHKIS & WILEY FUNDS /DE/	940,550	0	0	For
MASTER INVESTMENT PORTFOLIO	936,637	0	0	For
Bridge Builder Trust	933,650	0	0	For
New York Life	570,011	267,064	0	Mixed
Equitable	816,804	0	0	For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of August 29, 2024, which belongs to the 2024-2025 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest MARATHON OIL CORP. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported.

Fund voting reports: top MARATHON OIL CORP. shareholders by shares voted on “Advisory Vote to Approve the Compensation of our Named Executive Officers.”, 2023-2024
#	Asset manager	Shares voted
1	Vanguard	84,756,635
2	Invesco	30,970,002
3	State Street	19,524,820
4	BlackRock	16,653,796
5	Fidelity	14,428,001
6	Pacer Funds Trust	11,741,523
7	Lincoln Financial	6,522,051
8	Dimensional	5,739,099
9	Charles Schwab	5,233,592
10	Brighthouse	4,129,790

Institutional-manager reports: top MARATHON OIL CORP. shareholders by shares voted on “Advisory Vote to Approve the Compensation of our Named Executive Officers.”, 2023-2024
#	Asset manager	Shares voted
1	Invesco	31,910,565
2	State Street	29,649,123
3	HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC	21,375,125
4	BlackRock	18,945,611
5	GEODE CAPITAL MANAGEMENT, LLC	13,443,166
6	Bridgewater	10,154,080
7	Wellington	6,366,515
8	PARAMETRIC PORTFOLIO ASSOCIATES LLC	6,058,293
9	Northern Trust	5,990,672
10	Charles Schwab	5,280,077

Shown as share counts, not percentages: no shares-outstanding figure has been matched to MARATHON OIL CORP. for the 2023-2024 season, so there is no denominator to divide by.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At MARATHON OIL CORP.'s shareholder meeting held May 22, 2024, in the 2023-2024 proxy season, 755 asset managers reported how they voted on 11 ballot items in their SEC Form N-PX filings, covering 8,553 separate fund positions. On the most widely held item on that ballot — Advisory Vote to Approve the Compensation of our Named Executive Officers. — MARATHON OIL CORP.'s filing reports the proposal as approved, with 94% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: MARATHON OIL CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 23, 2024.

MARATHON OIL CORP. proxy season coverage: 2023-2024 (this page) · 2024-2025.

Download data (CSV): ballot items · votes by manager · column guide.