Attached files
| file | filename |
|---|---|
| EX-3.1 - EX-3.1 - MURPHY OIL CORP | d726275dex31.htm |
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 14, 2014
MURPHY OIL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-8590 | 71-0361522 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 200 Peach Street | ||
| P.O. Box 7000, El Dorado, Arkansas | 71731-7000 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 870-862-6411
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)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 14, 2014, Murphy Oil Corporation amended Article III, Section 2 of its By-Laws to change the number of directors from thirteen to eleven effective May 14, 2014.
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 14, 2014, 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.
| Broker | ||||||||||||||||
| For | Against | Abstain | Non-Votes | |||||||||||||
| Frank W. Blue |
148,160,112 | 2,193,006 | 390,077 | 10,234,238 | ||||||||||||
| T. Jay Collins |
148,854,811 | 1,499,916 | 388,468 | 10,234,238 | ||||||||||||
| Steven A. Cossé |
148,234,394 | 2,121,132 | 387,669 | 10,234,238 | ||||||||||||
| Claiborne P. Deming |
148,110,543 | 2,242,545 | 390,107 | 10,234,238 | ||||||||||||
| Roger W. Jenkins |
148,297,275 | 2,056,466 | 389,454 | 10,234,238 | ||||||||||||
| James V. Kelley |
148,963,089 | 1,240,058 | 540,048 | 10,234,238 | ||||||||||||
| Walentin Mirosh |
149,197,009 | 1,002,129 | 544,057 | 10,234,238 | ||||||||||||
| R. Madison Murphy |
148,146,564 | 2,207,190 | 389,441 | 10,234,238 | ||||||||||||
| Jeffrey W. Nolan |
148,779,557 | 1,420,981 | 542,657 | 10,234,238 | ||||||||||||
| Neal E. Schmale |
149,162,735 | 1,038,282 | 542,178 | 10,234,238 | ||||||||||||
| Caroline G. Theus |
148,481,909 | 1,868,677 | 392,609 | 10,234,238 | ||||||||||||
| Proposal 2 – Advisory Vote to Approve Executive Compensation | 147,525,632 | 2,601,724 | 615,839 | 10,234,238 | ||||||||||||
| Regarding an advisory vote on executive compensation, stockholders approved by vote the compensation of the Company’s named executive officers as shown. | ||||||||||||||||
| Proposal 3 – Approval of Appointment of Independent Registered Public Accounting Firm | 157,844,089 | 2,715,418 | 417,926 | — | ||||||||||||
| 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 2014 was approved by the vote of stockholders as shown. | ||||||||||||||||
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| 3.1 | The By-Laws of Murphy Oil Corporation as amended effective May 14, 2014 are attached hereto as Exhibit 3.1. |
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.
| MURPHY OIL CORPORATION | ||
| By: | /s/ John W. Eckart | |
| John W. Eckart | ||
| Senior Vice President and Controller | ||
Date: May 14, 2014
Exhibit Index
| 3.1 | By-Laws of Murphy Oil Corporation as amended effective May 14, 2014. |