Marathon Oil Corporation - US Securities and Exchange Commission

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From: Kolencik, Richard J. (MRO) Sent: Tuesday, January 08, 2013 3:46 PM To: shareholderproposals Cc: Harry Van Buren; Mazzu, Sam A. (MRO) Subject: Marathon Oil Corporation -Withdrawal of Stockholder Proposal (Rule 14a-8@ - The Domestic and Foreign Missionary Society of the Protestant Episcopal Church Attachments: Document.pdf Ladies and Gentlemen , On December 14, 2012, Marathon Oil Corporation submitted a no-action letter request to the Division of Corporation Finance of the U.S. Securities and Exchange Commission seeking to exclude a stockholder proposal submitted to Marathon Oil by The Domestic and Foreign Missionary Society of the Protestant Episcopal Church in the United States of America (the "Proponent"). The Proponent requested Marathon Oil 's Board of Directors to review and amend, where app licable, Marathon Oil's policies with regard to human rights (the "Proposal"). Today, Marathon Oil received the attached letter from the Proponent's agent withdrawing the Proposal. Because the Proponent has withdrawn the Proposal, Marathon Oil hereby withdraws its request for no-action relief under Rule 14a 8U). If you have any questions, please feel free to contact me. Thank you for your attention to this matter. Sincerely, Richard J. Kolencik Richard J. Kolencik Assistant General Counsel , Corporate & Finance, and Assistant Secretary Marathon Oil Corporation 5555 San Felipe Street Houston, TX 77056-2799 Wk: (713) 296-2535 Cell: (713) 201-6639 Fax: (713) 296-4227 e-mail: RJKoIencik@marathonoil.com BUSINESS CONFIDENTIAL This e-mail message, including any attachments, is intended solely for the individual(s) named above. It contains confidential and/or proprietary information. If you are not the intended recipient, please do not read, copy or distribute it or any information it contains. Please immediately notify the sender by return mail and delete it. 1
Kolencik, Richard J. (MRO) From: Sent: To: Subject: harryvb@aol.com Tuesday, January 08, 2013 12:29 PM Kolencik, Richard J. (MRO) Re: Withdrawal of Shareholder Proposal Dear Richard, I refer to my letter to you of December 21. Based on our conversations with the company and the company's agreement with the plan outlined in the December 21, the Episcopal Church hereby withdraws its shareholder resolution regarding human rights. We look forward to working with you on this important issue. Best regards, Harry J. Van Buren Ill Episcopal Church
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MARATHON OIL COMPANY MOC 701 POLICY
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Marathon Oil Corporation - US Securities and Exchange Commission

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