Document

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):
 
February 28, 2019 (February 27, 2019)
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 Street, 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))
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.
On February 27, 2019, the Board of Directors of Marathon Oil Corporation elected Jason Few and J. Kent Wells as members of the Board, effective April 1, 2019. Effective April 1, 2019, the size of the Board will be increased to eight. At this time, no determination has been made with respect to committee appointments for Mr. Few and Mr. Wells.
Mr. Few and Mr. Wells will receive compensation for their services as a director consistent with that provided to our other non-employee directors, as previously disclosed in our annual proxy statement. There are no arrangements or understandings between Mr. Few and Mr. Wells and any other person pursuant to which they were elected as a director.
On February 28, 2019, we announced the election of Mr. Few and Mr. Wells to the Board. A copy of the press release is attached as Exhibit 99.1 to this report.

9.01. Financial Statements and Exhibits
99.1 Press release of Marathon Oil Corporation, dated February 28, 2019






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
 
 
 
 
February 28, 2019
 
By:
 /s/ Gary E. Wilson
 
 
 
Name: Gary E. Wilson
 
 
 
Title: Vice President, Controller and Chief Accounting Officer