MURPHY USA INC (MUSA)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
MURPHY USA INC · Meeting: May 7, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Four Class I Directors Whose Current Terms Expire on the Date of the 2026 Annual Meeting
Long-tenured director with deep energy sector expertise; MUSA's 3-year stock return of 103.1% outpaces the disclosed compensation peer group median by +103.0 percentage points, far exceeding the 65-point threshold required to trigger a withhold vote for strong positive TSR, so no TSR concern applies; attendance is confirmed above 75%; no overboarding or independence issues noted.
Director since November 2018 with relevant governance, public policy, and energy-sector experience; MUSA's strong 3-year TSR outperformance versus the peer group does not trigger any withhold flag; attendance confirmed above 75%; serves on Audit and Nominating/Governance committees as an independent director with no disqualifying issues.
Audit Committee Chair and certified public accountant with 29 years at KPMG and extensive financial and energy expertise; the TSR trigger does not apply given MUSA's strong outperformance of peers; attendance confirmed above 75%; note that Mr. Taylor currently serves on two other public company boards (Genesis Energy LP and Sempra) in addition to MUSA, totalling three public board seats, which is within the four-seat overboarding limit.
Appointed to the Board in December 2025 — fewer than 24 months ago — so he is fully exempt from the TSR underperformance trigger under policy; brings relevant multi-unit retail food service operating experience as founder and CEO of KBP Brands; no overboarding, attendance, or independence concerns identified.
All four Class I nominees receive a FOR vote. MUSA's 3-year stock return of +103.1% outperforms the company-disclosed compensation peer group median by approximately +103 percentage points, far exceeding the 65-point threshold required to trigger a withhold vote for companies with strong positive absolute TSR. No director is overboarded beyond four seats, attendance for all nominees exceeded 75% of meetings, and no independence, familial-relationship, or qualification concerns are identified. Michael Kulp, appointed December 2025, is also exempt from the TSR trigger as a director of less than 24 months.
Say on Pay
✓ FORCEO
R. Andrew Clyde
Total Comp
$11,762,101
Prior Support
98.9%%
CEO R. Andrew Clyde received total compensation of approximately $11.76 million for fiscal 2025, which is within a reasonable range for a CEO of a $9.3 billion market cap consumer-cyclical company, and the prior Say on Pay vote received overwhelming support of 98.9% — well above the 70% threshold that would require a response. The pay structure is appropriately performance-heavy: the majority of compensation consists of variable elements including performance stock awards (tied to 3-year ROACE and relative TSR vs. peers), time-based stock awards, stock options, and an annual cash bonus that paid out at only 77.4% of target in 2025, reflecting genuine pay-for-performance discipline. The company has a robust clawback policy meeting Dodd-Frank requirements plus a supplemental recoupment policy, and MUSA's 3-year TSR of approximately 103% substantially outperformed the peer group median, confirming that above-target long-term incentive payouts (165.3% of target on the 2023-2025 performance stock awards) were earned.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
13 yrs
Audit Fees
$1,475,000
Non-Audit Fees
$0
KPMG LLP has served as Murphy USA's auditor since the 2013 spin-off (approximately 13 years), well below the 25-year tenure threshold that would raise concerns; Murphy USA paid zero dollars in non-audit fees in 2025, so the non-audit fee ratio is 0%, far below the 50% threshold; KPMG is a Big 4 firm appropriate for a $9.3 billion market cap company; no material restatements are disclosed.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 4
Amend the Certificate of Incorporation to Phase-Out the Classification of the Board of Directors and Provide for the Annual Election of Directors
This is a board-sponsored charter amendment to phase out the classified (staggered) board structure and move to annual elections for all directors by 2029, a direct response to a stockholder proposal that received majority support at the 2025 annual meeting. Annual director elections are a mainstream governance improvement that increases board accountability to shareholders, and the phased approach — letting directors elected now serve out their current three-year terms before transitioning — is a reasonable and legally orderly way to implement the change. Voting FOR this proposal advances shareholder interests by making every director accountable to shareholders every year once the transition is complete.
Proposal 5
Amend the Certificate of Incorporation to Enable Adoption of Stockholders' Right to Call Special Meetings of Stockholders
This board-sponsored charter amendment would give shareholders the ability to call special meetings for the first time, a meaningful improvement over the current charter which reserves that right exclusively for the Board. The 25% ownership threshold required to trigger a special meeting is more restrictive than the 10% threshold requested by the stockholder proponent in Proposal 6, but it still represents a genuine expansion of shareholder rights and is a reasonable balance that prevents costly, frivolous meetings driven by a tiny minority. Voting FOR this proposal is consistent with supporting mainstream governance improvements that give shareholders a meaningful mechanism to act between annual meetings when urgent issues arise.
Proposal 6
Stockholder Proposal - Give Shareholders the Ability to Call for a Special Shareholder Meeting
The core governance goal of this proposal — giving shareholders the right to call special meetings — has been substantially addressed by the Board's own charter amendment in Proposal 5, which grants that right to shareholders owning 25% or more of voting shares. The remaining disagreement is about the ownership threshold: this proposal asks for 10%, while the Board has committed to 25%. Since Proposal 5 delivers a genuine and meaningful expansion of shareholder rights, voting FOR both proposals is duplicative, and if Proposal 5 passes, the company will have remediated the primary concern; accordingly, a vote AGAINST this redundant proposal is appropriate given that the company has proactively responded with a concrete, binding charter amendment rather than a vague voluntary commitment.
Overall Assessment
The 2026 Murphy USA annual meeting ballot is straightforward with predominantly favorable outcomes under this policy: all four director nominees receive FOR votes supported by exceptional 3-year TSR outperformance of the peer group, the auditor ratification is clean with zero non-audit fees and appropriate tenure, and Say on Pay passes easily given near-universal 98.9% prior-year support and a well-structured pay-for-performance program. The most significant governance developments are two board-sponsored charter amendments — one to phase out the classified board structure (Proposal 4, FOR) and one to grant shareholders the right to call special meetings at a 25% ownership threshold (Proposal 5, FOR) — both of which represent genuine governance improvements responsive to shareholder concerns, making the redundant stockholder special-meeting proposal (Proposal 6) unnecessary to support.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing