This excerpt taken from the MRO DEF 14A filed Mar 10, 2005.
YOUR BOARD RECOMMENDS A VOTE AGAINST THE STOCKHOLDER
The classified Board of Directors was adopted in 1984 when Marathon stockholders decided by 87.2% of the votes cast in favor of the directors' proposal that the Board be divided into three classes of directors elected to staggered three-year terms with one class elected each year. The Board, and the overwhelming majority of stockholders, then believed that a classified board was in the Company's best interest. Your Board continues to hold this view.
Classified boards promote continuity and stability with a view to creating long-term stockholder value. The election of directors by classes is designed to prevent a sudden, disruptive change to the composition of the Board, which can occur if an entirely new Board is elected every year. A classified board further ensures that a majority of the directors at any time will have prior experience and in-depth knowledge of the Company and its strategic goals. Directors develop a more detailed understanding of the Company's operations, benefit from ongoing experience, and promote a long-term focus on the Company's strategic values.
For these reasons, the Board recommends that you vote AGAINST this proposal.