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Murphy USA Inc. Proxy Solicitation & Information Statement 2020

Mar 27, 2020

30773_rns_2020-03-27_9f9f53cb-43a2-447b-b838-7b3e5d0bc33d.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d808919ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Murphy USA Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of the transaction:

(5) Total fee paid:

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Meeting Information
Meeting Type: Annual Meeting
MURPHY USA INC. For holders as of: March 09, 2020
Date: May 07, 2020 Time: 8:00 AM CDT
Location: www.virtualshareholdermeeting.com/MUSA2020
MURPHY USA INC. ATTN: Connie Vaughn-Dunn 200 E. PEACH STREET EL DORADO, AR 71730
You are receiving this communication because you hold
shares in the above named company. This is not a ballot. You cannot use this notice
to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy
(see reverse side). We encourage you to access and review all of the important
information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
1. Combined Document
How to View Online:
Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET : www.proxyvote.com
2) BY TELEPHONE : 1-800-579-1639
3) BY E-MAIL* : [email protected]
*   If requesting materials by e-mail, please send a blank e-mail
with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be
forwarded to your investment advisor. Please make the request as instructed above on or before April 23, 2020 to facilitate timely delivery.
— How To Vote — Please Choose One of the Following Voting Methods
Vote at the Meeting: www.virtualshareholdermeeting.com/MUSA2020. You may attend the meeting via the Internet and vote
during the meeting. Have your proxy card in hand when you access the website and follow the instructions to join the meeting and vote.
Vote By
Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions. Vote By
Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

| |
| --- |
| The Board of Directors recommends you vote FOR the
following: 1. Election of Three Class I Directors Whose Current Term Expires on the Date of the
Annual Meeting Nominees 01)  Claiborne P.
Deming 02) Jack T. Taylor 03) Hon. Jeanne L. Phillips The Board of Directors recommends you vote
FOR proposals 2 and 3. 2 .  Approval of Executive Compensation on an Advisory, Non-Binding Basis 3 . Ratification of
Appointment of Independent Registered Public Accounting Firm for Fiscal 2020 NOTE: Such other business as may properly come before the meeting. |
| ● |