RESOLVED: Shareholders of Marathon Petroleum Corporation (the "Company") urge the Board of Directors (the " Board" ) to take the steps necessary to adopt a policy to require that the Chairman of the Board be an independent director who has not previously served as an executive officer of the Company. The policy should be implemented so as not to violate any contractual obligations, with amendments to the Company's governing documents as needed. The policy should also specify the process for selecting a new independent Chairman if the current Chairman ceases to be independent between annual meetings of shareholders. Compliance with the policy may be excused if no independent director is available and willing to be Chairman. 

Supporting Statement: CEO Gary Heminger has also been the Chairman of the Board since 2016. We believe that combining the roles of CEO and Chairman of the Board both weakens the corporation’s governance and places an undue burden on a single person. In our view, the Chairman should be an independent director, who has not previously served as an executive, in order to provide robust oversight and accountability of management, and to facilitate effective deliberation of corporate strategy, which we believe, is difficult to accomplish when the CEO serves as Chairman.

The Board is responsible for monitoring the CEO's performance, for providing objective guidance to t he CEO and for determining the CEO's compensation. Having an individual chair the Board that is tasked wit h measuring his job performance and determining his compensation has the potential to weaken t he Board's oversight and may lessen shareholder confidence. In addition, of great importance to any company's success is the value of external perspectives, which can be accomplished by having an independent Board. However, we believe that this benefit is nullified for the Chairman when he also serves as the CEO.

From a 2016 report drafted by Glass Lewis, a prominent proxy advisory service, "It is the board's responsibility to select a chief executive who can best serve the Company and its shareholders and to replace this person when his or her duties have not been appropriately fulfilled. We believe replacing a CEO becomes more difficult and happens less frequently than it should when the chief executive is also in the position of overseeing the board."

In the same report, Glass Lewis cites a 2009 study from the Millstein Center for Corporate Governance at the Yale School of Management that states, " "[t]he independent chair curbs conflicts of interest, promotes oversight of risk, manages the relationship between the board and CEO, serves as conduit for regular communication with shareowners, and is a logical next step in the development of an independent board."

We do not believe that having a lead independent director is a sufficient alternative to an independent Chairman. In our view, an independent Chairman can increase investor confidence in our Company and provide for enhanced oversight of our CEO.

For these reason, we urge shareholders to vote FOR this resolution.