Murphy USA (MUSA) Proxy filing summary

Voting matters and shareholder proposals

• Four Class I directors are up for election, with board recommendation to vote for all nominees.

• Ratification of the independent registered public accounting firm for fiscal 2026 is proposed, with board support.

• Advisory, non-binding approval of executive compensation is on the agenda, recommended for approval.

• Proposal to amend the certificate of incorporation to phase out the classified board and move to annual director elections, supported by the board.

• Proposal to amend the certificate of incorporation to enable stockholders' right to call special meetings, supported by the board; a similar shareholder proposal is opposed by the board.

Board of directors and corporate governance

• Board recommends phasing out the classified board structure in favor of annual elections for all directors.

• Four director nominees are presented for election at the annual meeting.

Executive compensation and say-on-pay

• Advisory vote on executive compensation is included, with board recommendation to approve.