Murphy Oil Corp

This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s disclosed Named Executive Officer (NEO) compensation for 2025 as described in the Compensation Discussion and Analysis and related tables. Management is pursuing the vote to secure shareholder support and validation of its compensation philosophy: targeting mid-market pay, emphasizing performance-based and at-risk compensation, and aligning executive incentives with multi-year value creation through metrics such as ROACE, Free Cash Flow, lifting costs, safety/environment measures, and PSUs tied to relative TSR and ROACE. The proxy explains the design of annual and long-term incentives (AIP and PSUs/RSUs), outlines governance safeguards (clawbacks, double-trigger CIC provisions, no hedging or pledging, share ownership guidelines), and documents shareholder outreach and historical support. The board emphasizes that the vote is advisory and that it and the Compensation Committee will consider and respond to meaningful negative votes, indicating ongoing shareholder engagement. For context, the filing notes strong prior support (over 94% in 2025) which management cites as affirmation of its approach. The board’s recommendation to vote FOR is justified by management’s view that the program links pay to both short- and long-term performance, retains talent, and protects shareholder interests through performance metrics and governance controls. A significant negative vote would trigger formal consideration by the Committee of potential changes to program design or disclosures. Given the non-binding nature of the vote, outcomes influence but do not legally obligate management; however, they carry reputational and governance significance in the board’s assessment of pay alignment.

This proposal requests shareholder approval to adopt the 2026 Stock Plan for Non-Employee Directors, which would authorize 900,000 shares for grants to non-employee directors and become effective upon shareholder approval, replacing the 2021 NED Plan for future grants. Management seeks approval to preserve the Company’s ability to make equity grants that align directors’ interests with long-term shareholder value and to remain competitive in director compensation. The plan permits non-qualified stock options, restricted stock, and restricted stock units, includes customary vesting, deferral and dividend-equivalent provisions, and contains change-in-control provisions that generally accelerate vesting. Key limits include an aggregate share pool of 900,000 shares (approximately 0.63% of outstanding shares as of the record date) and an annual per-director compensation limit of $750,000 measured at grant value (including cash fees). The filing explains administrative features (committee administration, adjustment provisions for corporate events, compliance with Section 409A and Rule 16b-3), and a ten-year plan term. Management represents that without approval, the Company would be unable to continue its current equity grant practices for non-employee directors after the 2021 plan expires and would be at a competitive disadvantage in attracting and retaining qualified directors. The Board recommends FOR approval citing alignment, retention, market competitiveness, and governance controls; approval would also trigger an S-8 registration for the new plan shares. The expected dilution and overhang metrics and comparisons to current available shares are disclosed to assist shareholder evaluation.