Murphy USA Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$MUSA
Retail-Auto Dealers and Gas Stations
Consumer Discretionary
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 6, 2025 (May 1, 2025 )
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| | |||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(870 ) 875-7600
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 | |||||||||||||||||||
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MURPHY USA INC. | |||||||||||
| Date: | May 6, 2025 | By: /s/ Donald R. Smith, Jr. | |||||||||
Donald R. Smith, Jr. | |||||||||||
| Vice President, Chief Accounting Officer and Treasurer | |||||||||||