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 10, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices, including zip code) | ||||||||||||||
| 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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | 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). Emerging growth company ☐
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 following information is furnished pursuant to Item 5.07, “Submission of Matters to a Vote of Security Holders.”
On May 10, 2023, Murphy Oil Corporation held its annual meeting of stockholders. The results of voting related to matters brought before stockholders are shown below.
2
| Proposal 1 – Election of Directors | |||||||||||||||||||||||
| The directors proposed by management were elected with a tabulation of votes to the nearest share as shown below. | |||||||||||||||||||||||
| Broker | |||||||||||||||||||||||
| For | Against | Abstain | Non-Votes | ||||||||||||||||||||
| Claiborne P. Deming | 122,297,042 | 3,319,998 | 66,084 | 13,348,318 | |||||||||||||||||||
| Lawrence R. Dickerson | 124,033,076 | 1,572,354 | 77,694 | 13,348,318 | |||||||||||||||||||
| Michelle A. Earley | 125,119,866 | 486,514 | 76,744 | 13,348,318 | |||||||||||||||||||
| Roger W. Jenkins | 124,274,276 | 1,331,538 | 77,310 | 13,348,318 | |||||||||||||||||||
| Elisabeth W. Keller | 123,661,319 | 1,946,713 | 75,092 | 13,348,318 | |||||||||||||||||||
| James V. Kelley | 120,005,576 | 5,603,718 | 73,830 | 13,348,318 | |||||||||||||||||||
| R. Madison Murphy | 124,336,051 | 1,276,904 | 70,169 | 13,348,318 | |||||||||||||||||||
| Jeffrey W. Nolan | 124,744,378 | 867,121 | 71,625 | 13,348,318 | |||||||||||||||||||
| Robert N. Ryan, Jr. | 124,952,586 | 657,158 | 73,380 | 13,348,318 | |||||||||||||||||||
| Laura A. Sugg | 125,000,034 | 610,837 | 72,253 | 13,348,318 | |||||||||||||||||||
| Proposal 2 – Advisory Vote to Approve Executive Compensation | 122,813,919 | 2,586,070 | 283,135 | 13,348,318 | |||||||||||||||||||
| Regarding an advisory vote on executive compensation, stockholders approved by vote the compensation of the Company’s named executive officers as shown. | |||||||||||||||||||||||
| Proposal 3 – Advisory Vote to Approve the Frequency of an Advisory Vote on Executive Compensation | |||||||||||||||||||||||
Regarding an advisory vote by stockholders on the frequency of an advisory vote on executive compensation, 117,190,540 shares were voted in favor of an annual vote, 129,971 shares were voted in favor of a vote each two years, 8,253,579 shares were voted in favor of a vote each three years and 109,034 shares abstained. | |||||||||||||||||||||||
| Proposal 4 – Approval of the Action of the Audit Committee of the Board of Directors in Appointing KPMG LLP as the Company's Independent Registered Public Accounting Firm for 2023 | 134,465,614 | 4,499,031 | 66,797 | ||||||||||||||||||||
| The earlier appointment by the Audit Committee of the Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for 2023 was approved by the vote of stockholders as shown. | |||||||||||||||||||||||
3
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
4
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 OIL CORPORATION | ||||||||
| Date: May 11, 2023 | ||||||||
| By: | /s/ Paul D. Vaughan | |||||||
| Paul D. Vaughan | ||||||||
| Vice President and Controller | ||||||||
5