Murphy USA (MUSA) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 1, 2025, at the company headquarters in El Dorado, Arkansas, with a record date of March 4, 2025.

• Shareholders are encouraged to vote on four key proposals, including director elections, auditor ratification, executive compensation, and a shareholder proposal.

• Proxy materials are distributed electronically to reduce environmental impact and costs, with paper copies available upon request.

Voting matters and shareholder proposals

• Four Class III directors are nominated for re-election; voting is by majority of votes cast.

• Ratification of KPMG LLP as independent auditor for 2025 is recommended.

• Advisory vote on executive compensation (Say-on-Pay) is recommended for approval.

• A shareholder proposal to elect all directors annually is opposed by the board, which supports the current classified board structure.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; most directors are independent.

• Board leadership is separated between an independent chairman and the CEO.

• Committees include Audit, Executive, Executive Compensation, and Nominating and Governance, all with independent members.

• Directors are expected to own at least three times their annual cash retainer in company stock within five years.

• Board and committee attendance exceeded 75% in 2024; all directors attended the 2024 annual meeting.