Marathon Oil Corporation

Proxy Season Update: Marathon Oil

2014 Annual Meeting of Stockholders: 11:00 AM EST, Wednesday, April 30, 2014
Conference Center Auditorium, Marathon Oil Tower, 5555 San Felipe Street, Houston, Texas 77056

Marathon has two pending ESG shareholder proposals in 2014.

  • ENVIRONMENT: Methane Accounting
    • The explosion of domestic shale energy production last year prompted investors to begin asking companies for a more granular accounting of methane emissions. The 2013 resolutions earned support in the 30 percent range and this year more proposals are pending—a dozen resolutions at this point. At six companies, including Marathon Oil, the request is for a report by the fall on company “policies, actions, and plans to measure, mitigate, disclose, and set quantitative reduction targets for methane emissions resulting from all operations under the Company’s financial or operational control.”

    • This resolution from the New York State Common Retirement Fund (NYSCRF) asks for annual reports on policy, payments, memberships in groups that write model legislation, information on how these payments occur, and how management and the board of directors monitor them. The proposal says the reports should include:

      1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
      2. Payments by IBM used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
      3. IBM’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.
      4. Description of the decision making process and oversight by management and the Board for making payments described in sections 2 and 3 above.

      For purpose of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Marathon Oil is a member.

      Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

      The report shall be presented to the Audit Committee or other relevant oversight committees of the Board and posted on the company’s website.

      Last year, a similar proposal from NYSCRF asking for clearer disclosure of companies’ lobbying expenditures, particularly those funneled through trade associations and other non-profit entities that can keep their donors secret, received 42.2% support, despite management’s opposition.

For more information, download Proxy Preview 2014 to find more lobbying and methane accounting shareholder resolutions.