Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On March 16, 2022, the Board of Directors (the "Board") of Murphy USA Inc. (the
"Company") adopted amendments to the Company's Amended and Restated Bylaws (the
"Bylaws"), which were effective upon adoption.

The amendments implement the following:



•Proxy access. A shareholder, or a group of no more than 20 shareholders, owning
3% or more of the voting power of the Company's outstanding capital stock
continuously for at least three years may nominate for inclusion in the
Company's proxy statement director nominees constituting up to the greater of
two individuals or 20% of the number of directors in office, provided the
shareholders satisfy certain procedural and disclosure requirements.

•Majority voting for the election of directors. Beginning with the 2022 annual
meeting of shareholders, in uncontested elections of directors, each director
nominee will be elected only if the number of votes cast for such nominee
exceeds the number of votes cast against such nominee. Directors who fail to
receive a majority of votes cast in their favor must tender their resignation,
which the Board can determine whether to accept or reject. In contested
elections of directors (as described in the Bylaws), directors will continue to
be elected by a plurality of votes cast.

•Amendments to advance notice requirements. Beginning with respect to the 2023
annual meeting of shareholders, shareholders that submit director nominations or
propose other business (other than proposals to be included in the Company's
proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of
1934, as amended) must adhere to additional procedural and disclosure
requirements.

•Shareholder meeting administration. The Bylaws clarify the ability of the Board
or a chair of an annual meeting to govern the conduct at the meeting to provide
for a fair and orderly meeting.

•Exclusive forum. The Bylaws' exclusive forum provision was updated to include that the sole and exclusive forum to resolve actions arising under the Securities Act of 1933 will be the federal district courts of the United States.

•Emergency bylaw. The amendments provide governance procedures for the Board in the event of an emergency.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits

Exhibit Number             Description

  3.1                        Amen    ded     and R    estate    d

Bylaws of Murphy USA Inc.



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*Furnished herewith

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