form8k2013may31bylaws
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
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Date of Report (Date of Earliest Event Reported): | | May 29, 2013 |
Marathon Oil Corporation
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(Exact name of registrant as specified in its charter)
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Delaware | 1-5153 | 25-0996816 |
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
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5555 San Felipe Street, Houston, Texas | | 77056 |
_________________________________ (Address of principal executive offices) | | ___________ (Zip Code) |
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Registrant's telephone number, including area code: | | (713) 629-6600 |
Not Applicable
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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:
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[ ] | 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 29, 2013, the Board of Directors of Marathon Oil Corporation (the “Company”), acting upon the recommendation of its Corporate Governance and Nominating Committee, amended the Company's By-laws (“By-laws”). The amendments were effective May 29, 2013. Article II, Section 2.12 was added to address disqualification of directors and former Section 2.12 addressing Board Committees was renumbered to be Section 2.13. Article II, Section 2.12 of the By-laws provides, in part, that no person shall qualify for service as a director of the Company if he or she is a party to any compensatory, payment or other financial agreement, arrangement or understanding with any person or entity other than the Company, or has received any such compensation or other payment from any person or entity other than the Company, in each case in connection with candidacy or service as a director of the Company. The foregoing is merely a summary of the amendments to the By-laws and is qualified in its entirety by reference to the complete amendments to Sections 2.12 and 2.13 of the By-laws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.
9.01. Financial Statements and Exhibits
3.1 Amendments to By-laws of Marathon Oil Corporation.
SIGNATURE
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.
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Date: May 31, 2013 | | | MARATHON OIL CORPORATION |
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| | By: | /s/ Michael K. Stewart |
| | | Michael K. Stewart |
| | | Vice President, Finance and Accounting, Controller and Treasurer |
Exhibit Index
3.1 Amendments to By-laws of Marathon Oil Corporation.