Murphy USA (MUSA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2026, at corporate headquarters in El Dorado, Arkansas, with record date set as March 9, 2026.

• Shareholders are encouraged to vote on key proposals, including director elections, auditor ratification, executive compensation, and amendments to governance documents.

• Proxy materials are available online to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Election of four Class I directors for three-year terms, with a plan to transition to annual elections by 2029 if Proposal 4 passes.

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

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

• Amendments to declassify the Board and allow annual director elections.

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

• Stockholder proposal to allow 10% ownership threshold for special meetings, which the Board recommends against.

Board of directors and corporate governance

• Board consists of three classes, with a mix of experienced leaders from energy, retail, finance, and logistics sectors.

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

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

• Board diversity: 33% women, 8% racially/ethnically diverse, average tenure 7.6 years, average age 67.3.

• Non-employee directors compensated with cash retainers and equity, with stock ownership guidelines in place.