8-K

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): October 19, 2021

MURPHY USA INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35914	46-2279221
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
200 Peach Street
El Dorado, Arkansas		71730-5836

(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):

☐ 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(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	MUSA	New York Stock Exchange

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 19, 2021, Murphy USA Inc. ("Murphy USA") issued a press release announcing the election on that date of David L. Goebel and Rosemary Turner to Murphy USA's Board of Directors.

Both Mr. Goebel and Ms. Turner will each receive pro-rated compensation of $33,750 in accordance with our compensation arrangements for non-employee directors. Equity awards for non-employee directors are governed by the Murphy USA Inc. Stock Plan for Non-Employee Directors which was filed with the SEC as an exhibit to Form S-8 (File No. 333-191131) on September 13, 2013.

Mr. Goebel has been appointed to the Executive Compensation Committee and the Audit Committee of the Board and will serve as a Class II Director with a term expiring at the 2024 annual meeting of stockholders.

Ms. Turner has been appointed to the Nominating and Governance Committee and the Audit Committee of the Board and will serve as a Class III Director with a term expiring at the 2022 annual meeting of stockholders.

The full text of the press release announcing Mr. Goebel and Ms. Turner's election to the Board of Directors is filed herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release issued by Murphy USA Inc., dated October 19, 2021
104	Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive data File because its XBRL tags are embedded within the Inline XBRL document

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:	October 19, 2021	By:  /s/  Donald R. Smith, Jr.
		Donald R. Smith, Jr.
		Vice President and Controller

EX-99.1

Exhibit 99.1

Murphy USA Welcomes David L. Goebel and Rosemary Turner to Board of Directors

El Dorado, Arkansas, October 19, 2021 – Murphy USA Inc. (NYSE: MUSA) is pleased to announce that the Board of Directors has appointed David L. Goebel and Rosemary Turner as independent directors of the Company.

“We are honored to add Dave and Rose to our Board,” said Madison Murphy, Chairman of Murphy USA Inc.“The deep experience they bring in retail food and beverage and supply chain and logistics will be invaluable additions to our existing complement of directors.We are looking forward to working with both as we continue to execute our strategy and enhance our value creation for shareholders.”

Mr. Goebel is currently Non-Executive Chairman of the Board of Jack in the Box Inc.and has been a director there since 2008.He is a partner and Faculty Member for The ExCo Group, LLC, a worldwide firm that provides peer to peer mentoring services for CEOs and senior business executives.From 2001 to 2007, he served in various executive positions at Applebee’s International, Inc. including as President and CEO in 2006 and 2007, during which time the Company operated over 2,000 restaurants in the United States and internationally.Since 2017, Mr. Goebel has served on the Board of Directors of Wingstop Inc. which operates and franchises over 1,500 fast casual restaurant locations across the United States and internationally.Finally, prior to its acquisition by Murphy USA in January 2021, Mr. Goebel was on the Board of QuickChek Corporation.

Ms. Turner is currently Chair of the San Francisco Federal Reserve Board of Directors, where she has served as a member since 2016.Ms. Turner held a variety of leadership positions developing her expertise in the transportation and logistics industry at UPS where she had a distinguished 40-year career, including as President of the Nebraska/North and South Dakota, Southern California and Chesapeake regions, before she retired in 2019 as President of the Northern California region. Ms. Turner also currently serves on the board of TFI International (NYSE: TFII) and formerly served on the Board of Coremark Holding Company, Inc. prior to its recent acquisition by Performance Food Group, Inc.She also serves on the Boards of privately-held The Bouq’s Company and not-for-profit SCAN Health Plan and has numerous connections to community and civic work through local organizations in Northern California.

About Murphy USA

Murphy USA (NYSE: MUSA) is a leading retailer of gasoline and convenience merchandise with more than 1,650 stores located primarily in the Southwest, Southeast, Midwest and Northeast United States. The company and its team of nearly 15,000 employees serve an estimated two million customers each day through its network of retail gasoline and convenience stores in 27 states. The majority of Murphy USA's stores are located in close proximity to Walmart Supercenters. The company also markets gasoline and other products at standalone stores under the Murphy Express and QuickChek brands. Murphy USA ranks 322 among Fortune 500 companies.

XML

Cover	Oct. 19, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 19, 2021
Entity Registrant Name	MURPHY USA INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35914
Entity Tax Identification Number	46-2279221
Entity Address, Address Line One	200 Peach Street
Entity Address, Postal Zip Code	71730-5836
City Area Code	870
Local Phone Number	875-7600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	MUSA
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001573516
Amendment Flag	false
Entity Address, City or Town	El Dorado
Entity Address, State or Province	AR