February 6, 2017 Molly R. Benson Marathon Petroleum Corporation
[email protected] Re: Marathon Petroleum Corporation Incoming letter dated December 23, 2016 Dear Ms. Benson: This is in response to your letter dated December 23, 2016 concerning the shareholder proposal submitted to MPC by the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union. We also received a letter from the proponent on January 18, 2017. Copies of all of the correspondence on which this response is based will be made available on our website at http://www.sec.gov/divisions/corpfin/cf-noaction/14a-8.shtml. For your reference, a brief discussion of the Division’s informal procedures regarding shareholder proposals is also available at the same website address. Sincerely, Matt S. McNair Senior Special Counsel Enclosure cc: Shawn Gilchrist USW
[email protected] February 6, 2017 Response of the Office of Chief Counsel Division of Corporation Finance Re: Marathon Petroleum Corporation Incoming letter dated December 23, 2016 The proposal urges the board to report on the steps the company has taken to reduce the risk of accidents. The proposal further specifies that the report should describe the board’s oversight of process safety management, staffing levels, inspection and maintenance of facilities and other equipment. We are unable to concur in your view that MPC may exclude the proposal under rule 14a-8(i)(10). Based on the information you have presented, it does not appear that MPC’s public disclosures compare favorably with the guidelines of the proposal. Accordingly, we do not believe that MPC may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(10).