Murphy USA (MUSA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2026, with voting on key governance and compensation matters.

• Board recommends voting for all director nominees, auditor ratification, executive compensation, and governance amendments, but against a shareholder proposal for a lower threshold to call special meetings.

• Proxy materials are available online, with options for electronic or paper delivery to reduce environmental impact.

Voting matters and shareholder proposals

• Election of four Class I directors for new terms.

• Ratification of KPMG LLP as independent auditor for fiscal 2026.

• Advisory vote on executive compensation (Say-on-Pay).

• Amendments to declassify the Board and provide for annual director elections.

• Amendments to enable stockholders with 25% ownership to call special meetings.

• Shareholder proposal to allow 10% ownership threshold for special meetings, opposed by the Board.

Board of directors and corporate governance

• Board consists of experienced leaders from diverse industries, with an average tenure of 7.6 years and average age of 67.3.

• 33% of directors are women; 8% are racially/ethnically diverse.

• Board leadership is separated between an independent Chairman and CEO.

• All directors are in compliance with stock ownership and pledging policies.

• No related party transactions involving directors or executives in 2025.