secwatch / observer
8-K filed May 11, 2026, 4:42 PM ET ticker MUSA CIK 0001573516
other material confidence high sentiment neutral materiality 0.25

Murphy USA shareholders approve board declassification and 25% special-meeting right

Murphy USA Inc.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Murphy USA Inc.: Amend Article 6 of Certificate of Incorporation to phase-out classified board structure over three years and provide for annual election of directors (effective 2026-05-07).

Change
charter amendment
Effective
2026-05-07
Exact text from the filing
approved amendments to the Company’s restated certificate of incorporation
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Murphy USA Inc.: Amend Article 7(B) of Certificate of Incorporation to allow stockholders owning 25% or more of voting power to call special meetings (effective 2026-05-07).

Change
charter amendment
Effective
2026-05-07
Exact text from the filing
Amend Article 7(B) of the Certificate of Incorporation to allow stockholders owning 25% or more of the voting power of our outstanding common stock entitled to vote to call a special meeting of the stockholders.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Murphy USA Inc. shareholders approved Approval of Executive Compensation on an Advisory, Non-Binding Basis at the 2026-05-07 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2026-05-07
Exact text from the filing
Proposal 3. Stockholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers ("NEOs"), as disclosed pursuant to Item 402 of Regulation S-K and contained in the 2026 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables, accompanying footnotes and narrative discussion. For Against Abstain Broker Non-Votes Approval of Executive Compensation on an Advisory, Non-Binding Basis 15,049,237 320,253 32,529 1,293,744
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Murphy USA Inc. shareholders rejected Stockholder Proposal - Give Shareholders the Ability to Call for a Special Shareholder Meeting at the 2026-05-07 meeting.

Outcome
failed
Meeting
2026-05-07
Exact text from the filing
Proposal 6. Stockholder proposal - give shareholders the ability to call for a special shareholder meeting. Stockholders rejected a stockholder proposal regarding giving shareholders the ability to call for a special shareholder meeting as follows: For Against Abstain Broker Non-Votes Stockholder Proposal - Give Shareholders the Ability to Call for a Special Shareholder Meeting 5,225,972 10,140,392 35,655 1,293,744
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Murphy USA Inc. shareholders approved Amend the Certificate of Incorporation to Phase-Out the Classification of the Board of Directors and Provide for the Annual Election of Directors at the 2026-05-07 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2026-05-07
Exact text from the filing
Proposal 4. Stockholders approved the amendment to the Company's Certificate of Incorporation to phase-out the classification of the Board of Directors and provide for the annual election of directors. For Against Abstain Broker Non-Votes Amend the Certificate of Incorporation to Phase-Out the Classification of the Board of Directors and Provide for the Annual Election of Directors 15,349,449 36,125 16,445 1,293,744
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Murphy USA Inc. shareholders approved Election of Class I Directors at the 2026-05-07 meeting.

Proposal
director election
Outcome
passed
Meeting
2026-05-07
Exact text from the filing
Proposal 1. In an uncontested election, each of the following Class I directors proposed by management was elected to the Board, with a tabulation of votes to the nearest share as shown below: For Against Abstain Broker Non-Votes Claiborne P. Deming 15,062,784 321,315 17,920 1,293,744 Hon. Jeanne L. Phillips 15,274,784 105,623 21,612 1,293,744 Jack T. Taylor 15,187,869 195,851 18,299 1,293,744 Michael G. Kulp 15,342,807 39,457 19,755 1,293,744
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Murphy USA Inc. shareholders approved Amend the Certificate of Incorporation to Enable Adoption of Stockholders' Right to Call Special Meetings of Stockholders at the 2026-05-07 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2026-05-07
Exact text from the filing
Proposal 5. Stockholders approved the amendment to the Company's Certificate of Incorporation to enable adoption of the right for shareholders owning 25% or more of the voting power of our outstanding common stock entitled to vote to call special meetings of stockholders. For Against Abstain Broker Non-Votes Amend the Certificate of Incorporation to Enable Adoption of Stockholders' Right to Call Special Meetings of Stockholders 14,269,119 206,710 926,190 1,293,744
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Murphy USA Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2026 at the 2026-05-07 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2026-05-07
Exact text from the filing
Proposal 2. Stockholders ratified the Audit Committee of the Board's appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2026 fiscal year. For Against Abstain Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2026 16,627,484 48,273 20,006
View on SEC.gov

74 governance changes filed in the last 30 days. Browse all governance changes →

Murphy USA Inc. filing history →

Source: SEC EDGAR
accession 0001573516-26-000137
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