DEF 14A

DEF 14A 1 d97599ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

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☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Murphy Oil Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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		YOUR VOTE IS IMPORTANT

Please vote online, by mobile device, by telephone, or, if you received

your materials by mail, you can sign and return your proxy card.



INTERNET	MOBILE	PHONE	MAIL	IN PERSON

Go to www.proxyvote.com. You will need the 12 digit number included in your proxy card or notice.	You can scan this QR code to vote with your mobile phone. You will need the 12 digit number included in your proxy card or notice.	Call 1-800-690-6903. You will need the 12 digit number included in your proxy card or notice.	Send your completed and signed proxy card to: Vote Processing c/o Broadridge 51 Mercedes Way Edgewood, NY 11717	See page 60 regarding meeting attendance.

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Notice of Annual Meeting of Stockholders



		Date: Wednesday, May 12, 2021 Time: 10:00 a.m. Central Daylight Time / 11:00 a.m. Eastern Daylight Time Virtual Location: www.virtualshareholdermeeting.com/MUR2021

The 2021 Annual Meeting of Stockholders of Murphy Oil Corporation, a Delaware corporation, will be held on Wednesday, May 12, 2021, at 10:00 a.m. CDT, in a virtual-only format via live webcast at the www.virtualshareholdermeeting.com/MUR2021. The Proxy Statement is first sent to stockholders on or about March 26, 2021.

Matters to be voted on:

1	Election of Directors;

2	Advisory vote to approve executive compensation;

3	Approval of the proposed 2021 Stock Plan for Non-Employee Directors;

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 2021; and

5	Such other business as may properly come before the meeting.

Record date:

Only stockholders of record at the close of business on March 15, 2021, the record date fixed by the Board of Directors of the Company, will be entitled to notice of and to vote at the meeting or any postponement or adjournment thereof. A list of all stockholders entitled to vote is on file at the office of the Company, 9805 Katy Freeway, G-200, Houston, Texas 77024, at least ten days before the meeting.

Your vote is very important to us and to our business:

Prior to the meeting, you may submit your vote and proxy by telephone, mobile device, the internet, or, if you received your materials by mail, you can sign and return your proxy card. Instructions on how to vote can be found on page 61.

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E. Ted Botner

Senior Vice President, General Counsel and Corporate Secretary

Murphy Oil Corporation

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 12, 2021:

We have elected to take advantage of the U.S. Securities and Exchange Commission (the “SEC”) rules that allow us to furnish proxy materials to the Company’s stockholders via the internet. These rules allow us to provide information that the Company’s stockholders need while lowering the costs and accelerating the speed of delivery and reducing the environmental impact of the Annual Meeting. This Proxy Statement, along with the Company’s Annual Report to Stockholders, which includes the Company’s Form 10-K report for the year ended December 31, 2020, are available via the internet at www.proxydocs.com/MUR.

2021 PROXY STATEMENT i

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Murphy Oil at a Glance

Our Social and Environmental Sustainability


		Our People

Competitive compensation, outstanding benefits and a global work environment help us to attract and retain talented people, the real strength of our Company.

A summary of employee benefits, which may vary by country, is listed below:

Medical, dental, and vision health care coverage

Birth or adoption of a child paid leave

Additional paid personal time off for personal matters

Health Care Flexible Spending Account

401(k) Savings Plan with Company match

Retirement Savings Plans

Life and AD&D Insurance Benefits

Employee Assistance Program

Employee Educational Assistance

Travel Assistance Program

Employee gift matching (as outlined in the Compensation Discussion & Analysis)

In 2020, we expanded the diversity disclosures of minorities and women in our 2020 Sustainability Report. We also continued to build upon our diversity and inclusion efforts throughout the year by focusing on (i) building strategic recruiting relationships, (ii) training and development opportunities, and (iii) exploring partnerships with minority and women-owned businesses.


		Climate Change

We share the climate change concerns of all our stakeholders, and we are proactively aligning Murphy’s role to meet the needs of the energy transition and to mitigate our environmental impact.

We have adopted the Murphy Guiding Principles for Climate Change

We sponsor the Massachusetts Institute of Technology’s Joint Program on the Science and Policy of Global Change

We invest to reduce greenhouse gas (GHG) and other emissions. From 2015 to 2019, environmental expenditures to reduce emissions totaled approximately $100 million

During 2020, the Company made significant strides in our sustainability efforts:

We expanded our GHG, air quality, climate risk management and biodiversity management public disclosures in line with the Sustainability Accounting Standards Board (SASB) and Task Force on Climate-related Financial Disclosures (TCFD) guidelines

We established a goal of further reducing our GHG emissions intensity 15% to 20% by 2030 from our 2019 levels, excluding divested assets from the 2019 baseline, for an aggregate of 35% to 40% reduction from our reported 2019 levels

We expanded the responsibilities of our Health, Safety, Environmental & Corporate Responsibility Committee of the Board to include Environmental, Social and Governance (ESG) issues, as well as climate change matters

We established an ESG Executive Management Committee, and hired a Director of Sustainability role

Looking forward to 2021, the Executive Compensation Committee of the Board has approved the addition of a GHG emissions reduction metric to accompany the safety and spill rate metrics in the ESG component of the Company’s Annual Incentive Plan (AIP)

ii MURPHY OIL CORPORATION

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		Health, Safety & Environment

Our commitment to health, safety and environmental protection has been part of our long business history and continue into our future.

Charles H. Murphy, Jr. was a forerunner in the environmental awareness movement. His efforts helped lead to new standards and practices for the oil and natural gas industry and we strive to do the same today.

We established a Health, Safety and Environmental Committee of the Board in 1993

Safety metrics, including both employees and contractors, have been included in annual incentive plan performance metrics since 2008

Environmental metrics have been included in annual incentive plan performance metrics since 2016

We are a founding member of the API Environmental Partnership, launched in 2017, which is focused on cutting methane emissions

Our worldwide Health, Safety and Environment Management System applies to every Murphy employee, contractor and partner

We have a dedicated Health, Safety and Environment Executive Advisory Committee

We monitor environmental performance and strive for continual improvement:

In 2020, the Company adopted a volume-based spill rate metric target of 4.9 barrels per million barrels of oil equivalent produced and achieved a spill rate of 1.1

Achieved year-on-year flaring reductions in North America onshore by implementing natural gas takeaway installations, compressor upgrades and engineering controls

In Canada Tupper West Montney, we implemented produced water storage facilities allowing for up to 100% recycle of produced water, and we continue to advance recycled water use in our Eagle Ford Shale business


		Our Communities

We proactively seek opportunities to engage constructively and creatively with the local communities.

Our country entry process requires local stakeholder engagement

Ongoing host country stakeholder engagement and communication

Opportunities to support local communities through:

Prioritization of local suppliers

Threshold investment targets for local content

Specifications for local companies or workers

Commitments to social investment programs

Founding member of the South Texas Energy & Economic Roundtable (STEER) program in the Eagle Ford Shale region

Enacted an Indigenous Rights Policy

Exceptional corporate citizenship programs, including the El Dorado Promise Scholarship Program:

Established in 2007

Enables graduates of El Dorado High School to have their college tuition and mandatory fees paid at any, public or private regionally accredited university in the United States

College enrollment rate of El Dorado High School graduates has surpassed state and national levels

University of Arkansas study found that the Promise was associated with a 16.5 percentage point increase in college enrollment and a 10.7 overall percentage point increase in bachelor’s degree completion

2021 PROXY STATEMENT iii

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Murphy Oil at a Glance

Our 2020 Financial and
Operational Highlights

Lower commodity prices in 2020, resulting from certain global producers increasing supply and reduced demand from the beginning of the COVID-19 pandemic led Murphy to reduce capital expenditures to strengthen liquidity and remain competitive over the long-term across its multi-basin operations. Further, following a company-wide review and reorganization, Murphy reduced its general and administrative cost base.

The increased focus on maximizing free cash flow and strengthening liquidity was further supported by establishing additional price protection through fixed price crude oil contracts and physical natural gas forward sales contracts.

In 2020, for the Onshore assets, Murphy sanctioned the low-cost Tupper Montney development and reduced capital to a level that stabilizes Eagle Ford shale production at its current level. For the Offshore assets, Murphy continued to support its long-term deepwater Gulf of Mexico projects, and advance its exploration program in the Gulf of Mexico, offshore Mexico, Brazil and Vietnam.

Overall, Murphy remains steadfast in its strategy and is well-positioned for generating future free cash flow with a flatter oil production profile, while continuing to focus on shareholders through its long-standing dividend policy and reducing debt.

Other highlights for 2020 include:

Financial

$803 MM

Approximate net cash provided by continuing operations.

$57 MM

of free cash flow generated in 2020, including non-controlling interest and excluding King’s Quay floating production system¹

· Preserved liquidity of $1.7 billion, including $310.6 million of cash as of December 31, 2020 and $1.4 billion available on an unsecured revolving credit facility

· Decreased full year net general and administrative costs by 40% from 2019, establishing a baseline for a continued lower cost structure

· Maintained capital discipline, reducing full year capital expenditures by approximately 50% ( compared to the Company’s original budget) to $712 million, excluding King’s Quay floating production system²

Operations

· Sanctioned low-cost low carbon Tupper Montney development project

· Progressed Khaleesi/Mormont and Samurai projects in Gulf of Mexico ahead of first oil production in mid-2022

· Maintained reserve life index of more than 11 years with 57% proved developed weighting

164,000

barrels of oil equivalent
produced per day in
2020

64%

liquids production,
representing 94,000
barrels of oil produced
per day

1.	See Annex for reconciliations of non-GAAP financial measures to their most closely comparable GAAP metric.

2.	Capital expenditures of $712 million is accrued capital expenditures, excluding $22 million of noncontrolling interest capital expenditures and $93 million for King’s Quay spending.

iv MURPHY OIL CORPORATION

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Onshore

Eagle Ford Shale

Achieved overall low base declines through artificial lift optimization, facility optimization and less downtime

Reduced costs through increased focus on higher returning projects and maintenance activities, and continued use of our remote operating center

Kaybob Duvernay

Established remote operating center, leading to less downtime and reduced costs

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SEC Form DEF 14A filed by Murphy Oil Corporation