Murphy USA Inc.

The proposal requests that Murphy USA amend its governing documents to permit holders of 10% of the outstanding common stock (or the lowest percentage permitted under state law) to call a special shareholder meeting, including the option for the meeting to be held online. It further requests that there be no "poison pill"-style rule requiring a minimum holding period for shares to participate in calling a special meeting. The proponent states that this right would allow shareholders to address urgent governance or strategic issues between annual meetings and cites other companies where similar proposals obtained majority support. The submission asks the Board to take the steps necessary to implement such an amendment.