form8k2011july28.htm


 





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

FORM 8-K/A
Amendment 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
     
Date of Report (Date of Earliest Event Reported):
 
April27, 2011


Marathon Oil Corporation
 __________________________________________
 (Exact name of registrant as specified in its charter)
     
Delaware
1-5153
25-0996816
_____________________
 (State or other jurisdiction
_____________
 (Commission
______________
 (I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
   
5555 San Felipe Road, Houston, Texas
 
77056
_________________________________
 (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))







 
 
 
 

 
 

Item 5.07 – Submission of Matters to a Vote of Security Holders.

As previously disclosed, consistent with the Board of Directors’ recommendation at the Company’s annual meeting of stockholders held on April 27, 2011, stockholders holding a majority of shares voted for the one year option with respect to the frequency of holding a non-binding advisory vote on the compensation of our named executive officers.  Accordingly, in light of these voting results, the Board of Directors has determined that the Company will hold an advisory vote on the compensation of our named executive officers every year until the next stockholder advisory vote on this matter, which, in accordance with applicable law, will occur no later than the Company’s annual meeting of stockholders in 2017.




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
  
     
 
 
July 28, 2011
 
By:
 
/s/  Michael K. Stewart
         
       
Name: Michael K. Stewart
       
Title: Vice President, Accounting and Controller


 
1