Marathon Oil (MRO)

YOUR BOARD RECOMMENDS A VOTE AGAINST THE STOCKHOLDER
PROPOSAL TO ELECT DIRECTORS BY A MAJORITY VOTE

Marathon has a history of electing, by a plurality, a strong and independent Board of Directors. In the past ten years, every Director nominee has received an affirmative vote greater than 93.3% of the shares cast through the plurality process. Consequently, changing from the current plurality voting requirement to the proposed majority voting requirement would have had no effect on the outcome of any director elections over this period of time.

The plurality voting threshold is the accepted standard for the election of directors of publicly-traded companies, is the default standard under Delaware law and provides important advantages over the majority voting threshold suggested by the stockholder proposal. For example, the majority voting threshold may cause undesired vacancies on the Board, which may be disruptive to the Company and could lead to inefficiencies in the operation of the Board and its committees. In addition, this voting threshold may have a negative impact on stockholders who wish to elect someone other than a Board recommended nominee.

For these reasons, the Board recommends that you vote AGAINST this proposal.

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