Independent
Tenure on this board
12.8 yrs
Also a director at
Murphy Oil Corp (MUR)
4 nominees · 6 ballot items.
Election of four Class I directors; Ratification of KPMG LLP as independent auditors for fiscal 2026; Advisory approval of executive compensation (Say-on-Pay); Amend Certificate of Incorporation to phase-out board classification for annual director elections; Amend Certificate of Incorporation to enable stockholders to call special meetings; Consideration of a stockholder proposal to give shareholders the ability to call special meetings if properly presented; Other business as may properly come before the meeting.
Re-election of four Class I directors (Claiborne P. Deming, Hon. Jeanne L. Phillips, Jack T. Taylor, Michael G. Kulp) to serve as directors.
Ratify the Audit Committee’s appointment of KPMG LLP as Murphy USA’s independent registered public accounting firm for fiscal 2026.
Advisory (non-binding) vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement (Say-on-Pay).
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.
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.
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.
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.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.44% | 1,005,235 | $497M |
| 2 | FMR LLC | 5.02% | 928,022 | $458M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.06% | 750,814 | $371M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.94% | 728,442 | $360M |
| 5 | STATE STREET CORP | 3.01% | 556,713 | $275M |
| 6 | BlackRock, Inc. | 2.77% | 511,435 | $253M |
| 7 | Boston Partners | 2.74% | 506,638 | $250M |
| 8 | HUNTINGTON NATIONAL BANK | 2.25% | 414,718 | $205M |
| 9 | River Road Asset Management, LLC | 2.14% | 395,784 | $196M |
| 10 | BARCLAYS PLC | 2.03% | 375,726 | $186M |
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