Paul Foster and Jeff Stevens Issue Open Letter to Marathon Petroleum Corporation’s Stockholders


Discloses That Meetings With ~100 Stockholders Reveal Strong Demand for Improved Governance, More Transparent Financial Reporting and the Adoption of Much of Elliott Management's Proposal

Highlights Overwhelming Support for Having CEO and Chairman Gary Heminger Resign Immediately from Both of His Roles

SCOTTSDALE, Ariz.--(BUSINESS WIRE)-- Paul Foster and Jeff Stevens, who together with their affiliates hold approximately 1.7% of the outstanding common stock of Marathon Petroleum Corporation (NYSE: MPC) (“Marathon” or the “Company"), today issued the below letter to the Company’s stockholders regarding their ongoing engagement with fellow investors and the Company’s Board of Directors (the “Board”).


Dear Fellow Stockholders:

We believe our extensive engagement with many of you over the past few weeks has yielded an indisputable conclusion: Marathon’s owners feel immediate change is needed at the top of the Company. Since being forced to go public with our case for change, we have engaged with approximately 100 stockholders – representing nearly half of the institutional base – in order to discuss the persistent failures that have fueled Marathon’s considerable value destruction since the Andeavor acquisition. These conversations have not only led us to conclude that the vast majority of major stockholders share our concerns, but that there is substantial support for many of the solutions we have been advocating for.

Those of you who we have spoken with agree that the Board must immediately modernize corporate governance, institute more transparent financial disclosures and reporting, and adopt various elements of Elliott Management’s restructuring proposal. What is more telling, however, is that we have found there is overwhelming support for our calls to have Gary Heminger resign immediately from his chairman and chief executive roles.

If the Board is having its own candid and direct discussions with stockholders, we have no doubt that they are hearing similar feedback. Our view is the Board has a duty to heed stockholders’ calls for change and move quickly to replace Mr. Heminger. In order to fully restore investor confidence, we believe that the Board must immediately establish a special committee – comprised of independent directors – to identify the very best candidates for the chairman and chief executive positions. We remain fully willing to assist a special committee in its search.

In closing, we firmly believe that the collective concerns of Marathon’s stockholders cannot be addressed through incremental actions or half-measures that stop short of the immediate changes needed with respect to governance, strategy and, most importantly, leadership. We believe the Board should consider the views that many of you have as it hopefully settles on the right path forward for Marathon.



Paul Foster



Jeff Stevens


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For Investors:

Jeff Beyersdorfer, 314-616-1828

For Media:

Profile Greg Marose / Charlotte Kiaie, 347-343-2999 /


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