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 13, 2015
MURPHY OIL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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1-8590 |
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71-0361522 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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200 Peach Street |
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P.O. Box 7000, El Dorado, Arkansas |
71730-7000 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant’s telephone number, including area code 870-862-6411 |
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Not applicable |
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 13, 2015, Murphy Oil Corporation amended Article III, Section 2 of its By-Laws to change the number of directors from thirteen to twelve effective May 13, 2015.
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 13, 2015, Murphy Oil Corporation held its annual meeting of stockholders. The results of voting related to matters brought before stockholders are shown below.
Proposal 1 – Election of Directors
The directors proposed by management were elected with a tabulation of votes to the nearest share as shown below.
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Broker |
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For |
Against |
Abstain |
Non-Votes |
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T. Jay Collins |
149,004,970 | 1,630,837 | 248,681 | 10,412,893 | |||
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Steven A. Cossé |
145,385,445 | 5,256,007 | 243,036 | 10,412,893 | |||
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Claiborne P. Deming |
145,345,738 | 5,306,103 | 232,647 | 10,412,893 | |||
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Lawrence R. Dickerson |
149,314,146 | 1,314,697 | 255,645 | 10,412,893 | |||
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Roger W. Jenkins |
149,327,595 | 1,308,714 | 248,179 | 10,412,893 | |||
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James V. Kelley |
149,632,654 | 1,000,594 | 251,240 | 10,412,893 | |||
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Walentin Mirosh |
149,843,939 | 789,693 | 250,856 | 10,412,893 | |||
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R. Madison Murphy |
144,692,551 | 5,956,231 | 235,706 | 10,412,893 | |||
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Jeffrey W. Nolan |
145,771,401 | 4,877,060 | 236,027 | 10,412,893 | |||
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Neal E. Schmale |
149,143,056 | 1,489,469 | 251,963 | 10,412,893 | |||
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Laura A. Sugg |
149,532,407 | 1,094,322 | 257,759 | 10,412,893 | |||
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Caroline G. Theus |
145,162,267 | 5,481,596 | 240,625 | 10,412,893 | |||
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Proposal 2 – Advisory Vote to Approve Executive Compensation |
147,570,741 | 2,977,261 | 336,486 | 10,412,893 | |||
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Regarding an advisory vote on executive compensation, stockholders approved by vote the compensation of the Company’s named executive officers as shown. |
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Proposal 3 – Approval of Appointment of Independent Registered Public Accounting Firm |
158,850,711 | 2,263,398 | 183,272 |
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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 2015 was approved by the vote of stockholders as shown. |
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Proposal 4 – To Consider and Act Upon a Stockholder Proposal Concerning the Adoption of Proxy Access |
79,723,018 | 70,814,732 | 346,738 | 10,412,893 | |||
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A stockholder proposal requesting the Board of Directors to adopt, and present for shareholder approval, a "proxy access" bylaw was approved by the vote of stockholders as shown. |
On May 13, 2015, Murphy Oil Corporation issued a news release announcing annual meeting voting results. The full text of this news release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
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(d) |
Exhibits |
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3.1 |
The By-Laws of Murphy Oil Corporation as amended effective May 13, 2015 are attached hereto as Exhibit 3.1 |
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99.1 |
A news release dated May 13, 2015 announcing annual meeting voting results is attached hereto as Exhibit 99.1. |
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.
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MURPHY OIL CORPORATION |
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By: |
/s/ Keith Caldwell |
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Keith Caldwell |
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Senior Vice President and Controller |
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Date: May 14, 2015
Exhibit Index
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3.1 |
By-Laws of Murphy Oil Corporation as amended effective May 13, 2015. |
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99.1 |
News release dated May 13, 2015, as issued by Murphy Oil Corporation. |