Murphy USA Inc.

05/06/2025 | Press release | Distributed by Public on 05/06/2025 04:19

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders
The results of voting on Proposals 1 through 4 (as numbered in the Company's 2025 Proxy Statement) submitted to the Company's stockholders for consideration at the Annual Meeting held on May 1, 2025, are set forth below.
Proposal 1.In an uncontested election, each of the following Class III directors proposed by management was elected to the Board of Directors (the "Board"), with a tabulation of votes to the nearest share as shown below:
For Against Abstain Broker
Non-Votes
R. Madison Murphy 16,119,158 1,274,671 9,921 1,055,344
R. Andrew Clyde 17,204,648 189,013 10,089 1,055,344
David B. Miller 16,956,710 437,552 9,488 1,055,344
Rosemary L. Turner 17,016,583 374,741 12,426 1,055,344
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 2025 fiscal year.
For Against Abstain
Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2025 18,377,873 72,959 8,262
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 2025 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 17,228,748 150,810 24,192 1,055,344
Proposal 4.Stockholder proposal - elect each director annually. Stockholders approved a stockholder proposal regarding the election of each director annually as follows:
For Against Abstain Broker
Non-Votes
Stockholder Proposal - Elect Each Director Annually 12,789,245 4,584,639 29,866 1,055,344
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