Murphy USA Inc

1. 1

   Election of Four Class I Directors Whose Current Terms Expire on the Date of the 2026 Annual Meeting

   ManagementBoard: FOR

   Re-election of four Class I directors (Claiborne P. Deming, Hon. Jeanne L. Phillips, Jack T. Taylor, Michael G. Kulp) to serve as directors.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as Murphy USA’s independent registered public accounting firm for fiscal 2026.

3. 3

   Approval of Executive Compensation on an Advisory, Non-Binding Basis

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement (Say-on-Pay).

4. 4

   Amend the Certificate of Incorporation to Phase-Out the Classification of the Board of Directors and Provide for the Annual Election of Directors

   ManagementBoard: FOR

   Approve amendments to the Certificate of Incorporation (and conforming bylaw changes) to phase out classified board structure over time and provide for annual election of directors beginning upon full declassification in 2029, with interim transitional provisions.

   More detail

   This management proposal requests shareholder approval to amend the Certificate of Incorporation to phase out the current classified (staggered) board structure and transition to annual elections for all directors, with declassification completed by the 2029 annual meeting. Management frames the change as responsive to investor sentiment—citing a 2025 stockholder proposal that received majority support—and as enhancing director accountability while acknowledging the continuity benefits of a classified board. The amendment provides transitional arrangements whereby directors elected to three-year terms (including those elected at this meeting) will complete their terms and successors thereafter will serve one-year terms. It also removes the requirement that directors be removable only for cause once declassification is complete, aligning director removal with the default under Delaware law. The Board recommends a “FOR” vote, arguing that the change balances accountability and orderly governance, and it will file conforming bylaw amendments upon shareholder approval; the Board reserves the right to abandon the amendment even if approved. This proposal is governance-focused rather than related to compensation or transactions, but it can materially affect director turnover dynamics, shareholder influence over board composition, and potential takeover defenses. Shareholders should weigh the trade-off between increased accountability from annual elections and the potential loss of board continuity and anti-takeover protections inherent in classified boards.

5. 5

   Amend the Certificate of Incorporation to Enable Adoption of Stockholders' Right to Call Special Meetings of Stockholders

   ManagementBoard: FOR

   Amend Article 7(B) to permit bylaw provisions allowing stockholders meeting ownership and procedural thresholds to request the Board to call special meetings; Board proposes requiring 25% ownership threshold in bylaws and related procedural safeguards.

   More detail

   This management proposal asks shareholders to approve an amendment to Article 7(B) of the Certificate of Incorporation to allow the Board to adopt bylaws permitting stockholders to request that the Board call special meetings, and contemplates the Board’s intended bylaw adoption granting that right to holders of at least 25% of voting power (subject to procedural safeguards). Management frames the proposal as a governance enhancement responsive to stockholder interest but declines to adopt the 10% threshold requested by the stockholder proponent, instead selecting a 25% threshold to limit frivolous or narrow-interest special meetings. The proposal includes procedural requirements and exclusions (timing, duplicative matters, matters not proper for stockholder action) intended to prevent misuse. The board recommends a “FOR” vote and argues the approach balances shareholder empowerment with operational burden and cost considerations; shareholders should evaluate whether the 25% threshold is sufficiently accessible to meaningful holders while protecting against opportunistic uses of special meetings.

6. 6

   Stockholder Proposal - Give Shareholders the Ability to Call for a Special Shareholder Meeting

   Shareholder — John CheveddenBoard: AGAINST

   A Rule 14a-8 stockholder proposal submitted by John Chevedden requesting that the company amend governing documents to give owners of 10% (or the lowest percentage under state law) the right to call a special shareholder meeting; includes supporting statement arguing for online special meetings and referencing similar proposals at other companies.

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When is the Murphy USA Inc 2026 annual meeting?

Murphy USA Inc (MUSA) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.

What is the record date for the Murphy USA Inc 2026 meeting?

The record date for the Murphy USA Inc 2026 meeting is Monday, March 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Murphy USA Inc's 2026 meeting?

The board is presenting 4 director nominees at the Murphy USA Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Murphy USA Inc 2026 meeting?

Shareholders will vote on 6 proposals at the Murphy USA Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.