Murphy USA (MUSA) shareholders approve board declassification and 25% special meeting right
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Murphy USA Inc. reported that stockholders approved key governance changes at the 2026 annual meeting. Amendments to the certificate of incorporation and bylaws will phase out the classified Board over three years, moving to annual director elections once current three-year terms end.
Stockholders also approved giving holders of at least 25% of the voting power the right to call a special meeting. Management’s director nominees were elected, KPMG LLP was ratified as auditor for 2026, and executive compensation received majority support on an advisory basis. A separate stockholder proposal on special meeting rights was rejected.
Positive
- None.
Negative
- None.
Insights
Murphy USA adopts more shareholder-friendly governance while keeping control of key terms.
Murphy USA is shifting from a classified Board to annual director elections and adding a 25% ownership threshold for stockholder-called special meetings. These changes generally align its structure more closely with common large-cap governance practices.
The high support for declassification and the new special meeting right, alongside ratification of KPMG and approval of executive pay, indicates broad backing for current leadership and oversight. The defeat of a broader shareholder proposal on special meetings shows investors preferred the company-sponsored framework over the alternative.
8-K Event Classification
3 items: 5.03, 5.07, 9.01
3 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Director election votes – Deming: 15,062,784 for; 321,315 against
Auditor ratification votes: 16,627,484 for; 48,273 against; 20,006 abstain
Say-on-pay votes: 15,049,237 for; 320,253 against
+3 more
6 metrics
Director election votes – Deming
15,062,784 for; 321,315 against
Class I director election at 2026 annual meeting
Auditor ratification votes
16,627,484 for; 48,273 against; 20,006 abstain
KPMG LLP ratified for fiscal 2026
Say-on-pay votes
15,049,237 for; 320,253 against
Advisory approval of NEO compensation
Declassification amendment votes
15,349,449 for; 36,125 against
Amend certificate to phase out classified Board
25% special meeting right votes
14,269,119 for; 206,710 against; 926,190 abstain
Amend certificate to enable stockholder-called meetings
Shareholder proposal on meetings
5,225,972 for; 10,140,392 against
Stockholder special meeting proposal defeated
Key Terms
classified Board, Amended and Restated Certificate of Incorporation, Second Amended and Restated Bylaws, broker non-votes, +2 more
6 terms
classified Board financial
"amendments to the Company's restated certificate of incorporation ... to phase-out the classification of the Board of Directors"
A classified board is a company board structure where directors are split into groups that stand for election in different years, so only a portion of directors can be replaced at any one annual meeting. This is like changing only a few players on a sports team each season rather than swapping the whole roster at once; for investors it matters because it slows down large-scale board changes, affecting how quickly shareholders can push for new leadership or respond to takeover offers and thereby influencing governance risk and valuation.
Amended and Restated Certificate of Incorporation regulatory
"a restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”)"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
Second Amended and Restated Bylaws regulatory
"the Company amended and restated its bylaws (as so amended, the “Second Amended and Restated Bylaws”)"
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory, non-binding basis regulatory
"Stockholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers"
independent registered public accounting firm financial
"ratified the Audit Committee of the Board's appointment of KPMG LLP as the Company's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
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 11, 2026 (May 7, 2026 )
(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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As reported below in Item 5.07 to this Current Report on Form 8-K, on May 7, 2026 at the 2026 annual meeting of stockholders (the “Annual Meeting”) of Murphy USA Inc. (the “Company”), the holders of the Company’s common stock approved amendments to the Company’s restated certificate of incorporation (the “Certificate of Incorporation”) to:
•amend Article 6(C), (D) and (E) of the Certificate of Incorporation to phase-out the classification of the Board of Directors (the "Board") over a three-year period and provide for the annual election of directors, such that directors previously elected by stockholders to three-year terms of office, including those directors elected at the Annual Meeting, will complete their three-year terms, and thereafter, they or their successors will be elected to one-year terms at each future annual meeting of stockholders; and
•Amend Article 7(B) of the Certificate of Incorporation to allow stockholders owning 25% or more of the voting power of our outstanding common stock entitled to vote to call a special meeting of the stockholders.
On May 7, 2026, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the Certificate of Incorporation and a restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware to implement the foregoing amendments.
In addition, on May 7, 2026, the Company amended and restated its bylaws (as so amended, the “Second Amended and Restated Bylaws”). As described in the Proxy Statement for the Annual Meeting filed with the Securities Exchange Commission on March 26, 2026, the bylaws were amended to:
•amend Sections 3.01 and 3.02 to make conforming changes to the as amended Article 6 as set forth in the Amended and Restated Certificate regarding the declassification of the Board; and
•amend Section 2.03 to conform to the as-amended Article 7 set forth in the Amended and Restated Certificate of Incorporation relating to special meeting rights.
The effectiveness of the Amended and Restated Bylaws was conditioned upon stockholder approval of the amendments to the Certificate of Incorporation.
The foregoing summary of the Certificate of Amendment, the Restated Certificate of Incorporation and the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Certificate of Amendment, the Amended and Restated Certificate of Incorporation and the Second Amended and Restated Bylaws, copies of which are attached hereto as Exhibits 3.1, 3.2 and 3.3, respectively, and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
The results of voting on Proposals 1 through 6 (as numbered in the Company's 2026 Proxy Statement) submitted to the Company's stockholders for consideration at the Annual Meeting held on May 7, 2026, are set forth below.
Proposal 1. In an uncontested election, each of the following Class I directors proposed by management was elected to the Board, with a tabulation of votes to the nearest share as shown below:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Claiborne P. Deming | 15,062,784 | 321,315 | 17,920 | 1,293,744 | |||||||||||||||||||
| Hon. Jeanne L. Phillips | 15,274,784 | 105,623 | 21,612 | 1,293,744 | |||||||||||||||||||
| Jack T. Taylor | 15,187,869 | 195,851 | 18,299 | 1,293,744 | |||||||||||||||||||
| Michael G. Kulp | 15,342,807 | 39,457 | 19,755 | 1,293,744 | |||||||||||||||||||
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 2026 fiscal year.
| For | Against | Abstain | |||||||||||||||
| Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2026 | 16,627,484 | 48,273 | 20,006 | ||||||||||||||
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 2026 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 | 15,049,237 | 320,253 | 32,529 | 1,293,744 | |||||||||||||||||||
Proposal 4. Stockholders approved the amendment to the Company's Certificate of Incorporation to phase-out the classification of the Board of Directors and provide for the annual election of directors.
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Amend the Certificate of Incorporation to Phase-Out the Classification of the Board of Directors and Provide for the Annual Election of Directors | 15,349,449 | 36,125 | 16,445 | 1,293,744 | |||||||||||||||||||
Proposal 5. Stockholders approved the amendment to the Company's Certificate of Incorporation to enable adoption of the right for shareholders owning 25% or more of the voting power of our outstanding common stock entitled to vote to call special meetings of stockholders.
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Amend the Certificate of Incorporation to Enable Adoption of Stockholders' Right to Call Special Meetings of Stockholders | 14,269,119 | 206,710 | 926,190 | 1,293,744 | |||||||||||||||||||
Proposal 6. Stockholder proposal - give shareholders the ability to call for a special shareholder meeting. Stockholders rejected a stockholder proposal regarding giving shareholders the ability to call for a special shareholder meeting as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Stockholder Proposal - Give Shareholders the Ability to Call for a Special Shareholder Meeting | 5,225,972 | 10,140,392 | 35,655 | 1,293,744 | |||||||||||||||||||
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Index | ||||||||
| Exhibit Number | Description | |||||||
3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Murphy USA Inc. | |||||||
3.2 | Amended and Restated Certificate of Incorporation of Murphy USA Inc. | |||||||
3.3 | Second Amended and Restated Bylaws of Murphy USA Inc. | |||||||
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 11, 2026 | By: /s/ Donald R. Smith, Jr. | |||||||||
Donald R. Smith, Jr. | |||||||||||
| Senior Vice President, Chief Financial Officer and Treasurer | |||||||||||
FAQ
What governance changes did Murphy USA (MUSA) stockholders approve?
Stockholders approved amendments phasing out Murphy USA’s classified Board and moving to annual director elections. They also backed a 25% ownership threshold for shareholders to call special meetings, plus conforming bylaw changes that implement these new governance rights and structures.
How will Murphy USA’s Board declassification work over time?
Murphy USA will phase out its classified Board over three years. Directors already elected to three-year terms, including those chosen at the 2026 meeting, will serve out those terms; afterward, they or their successors will stand for one-year terms at each annual meeting.
What special meeting rights did Murphy USA (MUSA) adopt?
Murphy USA amended its certificate of incorporation to allow stockholders owning at least 25% of the voting power of outstanding common stock entitled to vote to call a special meeting. Related bylaw amendments align procedural rules with this new stockholder right.
Were Murphy USA’s director nominees elected at the 2026 annual meeting?
Yes. All Class I director nominees were elected in an uncontested vote. For example, Claiborne P. Deming received 15,062,784 votes for and 321,315 against, with minimal abstentions and 1,293,744 broker non-votes recorded for each director candidate.
Did Murphy USA stockholders approve executive compensation in 2026?
Yes. Stockholders approved, on an advisory and non-binding basis, the compensation of Murphy USA’s named executive officers. The proposal received 15,049,237 votes for, 320,253 against, 32,529 abstentions, and 1,293,744 broker non-votes, indicating broad support for the pay program.