false0000101778 0000101778 2019-08-14 2019-08-14




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
 
August 14, 2019
(August 11, 2019)

Marathon Oil Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware
1-1513
25-0996816
_____________________________________________
 (State or other jurisdiction
_______________________________
 (Commission
__________________________________
 (I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
 
 
 
 
 
5555 San Felipe Street,
Houston,
TX
 
 
77056-2723
____________________________________________________________
 (Address of principal executive offices)
 
 
___________________________________________
 (Zip Code)
 
 
 
Registrant’s telephone number, including area code:
(713)
629-6600
 

Not Applicable
________________________________________________________________________________
Former name or former address, if changed since last report
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common Stock, par value $1.00
 
MRO
 
New York Stock Exchange
 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.








Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Mr. Hedgebeth will become executive vice president, general counsel, secretary and chief administrative officer, effective August 24, 2019. Mr. Hedgebeth, a named executive officer of Marathon Oil, is currently the Company’s senior vice president, general counsel and secretary.

Due to the change to Mr. Hedgebeth’s appointment and increased responsibilities, Mr. Hedgebeth’s annual cash bonus target for 2019 will increase by ten percent, with his target bonus opportunity increasing to $489,000, effective as of August 24, 2019. In addition, Mr. Hedgebeth’s 2020 long-term incentive award target value will be increased from $1,700,000 to $1,800,000. Mr. Hedgebeth’s base salary for 2019 will remain unchanged at $575,000.








SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
Marathon Oil Corporation
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
August 14, 2019
 
By:
 
 /s/ Gary E. Wilson
 
 
 
 
 
 
 
 
 
Name: Gary E. Wilson
 
 
 
 
Title: Vice President, Controller and Chief Accounting Officer