MURPHY OIL CORP
For the period ended May 14, 2025. Filed Mar 28, 2025.
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May 14, 2025 · Filed Mar 28, 2025
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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 ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Message from the
Chair of the Board
Dear Fellow Shareholder:
Two significant events occurred at Murphy in 2024. First, the Board named Eric Hambly as President and Chief Executive Officer. Our company typically has long-tenured chief executives as it is important to match leadership term with our industry’s long-cycle investment periods. Eric has worked in every part of our business, including overseas postings, and excelled in all endeavors. He is smart, experienced and seasoned and our Board looks forward to working with him to make Murphy a more resilient, bigger and better company.
The second was the announcement of a potentially significant offshore discovery in Vietnam. Murphy is different than most independent exploration and production companies as we have both onshore shale production but, importantly, the capability to create meaningful shareholder value from a frontier exploration program. Very few companies our size do. This discovery marks an important value creation opportunity for our company and, I believe, augurs well for future exploration efforts.
This proxy statement includes profiles of Murphy employees who reflect the shared values that are an integral part of our culture: hard work, candor, disciplined risk taking, a long-term perspective and respect for fellow employees. We understand our goal is to create long-term shareholder value and these attributes enable that end. This statement also reflects the importance of family values that are embedded in our company DNA and the resilience and shared purpose it encourages.
I would like to thank Roger Jenkins for his eleven years as CEO. He was a great leader with an extraordinary work ethic and a keen sense of value who cared deeply for our company. The discovery in Vietnam occurred under his watch and he deserves much of the credit. The hand-off from Roger to Eric was seamless and has set the stage for future profitable growth for Murphy Oil Corporation.
Sincerely,
Claiborne P. Deming
Board Chair
| OUR PURPOSE We believe in providing energy that empowers people. | OUR MISSION We challenge the norm, tap into our strong legacy and use our foresight and financial discipline to deliver inspired energy solutions. | OUR VISION We see a future where we are an industry leader who is positively impacting lives for the next 100 years and beyond. |
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Notice of Annual Meeting
of Stockholders
The 2025 Annual Meeting of Stockholders of Murphy Oil Corporation, a Delaware corporation, will be held on Wednesday, May 14, 2025, at 10:00 a.m. CDT, in a virtual-only format via live webcast at http://www.virtualshareholdermeeting.com/MUR2025. The Proxy Statement is sent to stockholders on or about March 28, 2025.
Matters to be voted on:
| 1 | Election of Directors; |
| 2 | Advisory vote to approve executive compensation; |
| 3 | Approval of the proposed 2025 Long-Term Incentive Plan; |
| 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 2025; 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 17, 2025, 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 will be 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 64.
E. Ted Botner
Executive Vice President, General Counsel and Corporate Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD May 14, 2025:
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, 2024, are available via the internet at www.proxydocs.com/MUR.
2025 PROXY STATEMENTi
Murphy Oil at a Glance
Our 2024 Financial and
Operational Highlights
Murphy first announced its priorities of Delever, Execute, Explore and Return four years ago, and the Company has made considerable progress on these priorities since then. After repurchasing $50 million of senior notes in 2024, we have reduced total debt by approximately 60% to $1.27 billion, and reached our lowest net debt in more than a decade at approximately $850 million atyear-end 2024. We also remain committed to achieving our $1.0 billion long-term debt goal.
During the year, the Company executed its onshore well delivery program and brought online offshore development wells, in addition to the significantnon-operated St. Malo waterflood project. We also advanced the Lac Da Vang (Golden Camel) field development project in Vietnam as we commenced LDV-A platform construction and executed the contract for the floating storage and offloading vessel. Importantly, Murphy executed its plans safely and achieved its lowest Total Recordable Incident Rate since 2016. Overall, the Company maintained its 11-year reserve life and achieved 83% total reserve replacement for the year.
Murphy advanced its exploration program in 2024 as we drilled an oil discovery at the Hai Su Vang-1X (Golden Sea Lion) exploration well in Vietnam and encountered approximately 370 feet of net oil pay from two reservoirs. The Company is excited about the flow test results, as we achieved a facility-constrained flow rate of 10,000 barrels of oil per day. Additional testing showed high-quality,37-degree oil with agas-oil ratio of 1,100 standard cubic feet per barrel. An appraisal well is planned for 2025 to further evaluate the reservoir. We are looking forward to continuing our exploration program in Vietnam in 2025, as well as in the Gulf of America, and we are preparing to initiate a three-well exploration program in Côte d’Ivoire late in the year.
The Company entered Murphy 3.0 of its capital allocation framework in 2024, with a minimum of 50% of adjusted free cash flow 1 allocated to shareholder returns and the remaining adjusted free cash flow 1 allocated to the balance sheet. For 2024, Murphy repurchased $300 million of stock, or 8 million shares, which amounted to nearly 80% of adjusted free cash flow 1 generated during the year. We also announced a 9% dividend increase to the quarterly dividend in first quarter 2024, and increased again by 8% in first quarter 2025.
Murphy’s existing business forms a solid foundation, and what the Company plans to accomplish in the coming years creates a runway for long-term success. In conjunction with a strong balance sheet, the Company’s high-impact international projects and exploration wells remain a key differentiator and value creator.
Highlights for 2024:
Delever
| · | Achieved $50 MM debt reduction through open market repurchases |
| · | Reduced debt by ~60% since year-end 2020 and achieved lowest net debt in over a decade at ~$850 MM |
Execute
| · | Produced 177 MBOEPD with 88 MBOPD, or 50%, oil volumes |
| · | Commenced LDV-A platform construction and executed the contract for the floating storage and offloading vessel for the Lac Da Vang (Golden Camel) field development project in Vietnam |
| · | Achieved lowest Total Recordable Incident Rate since 2016 |
| · | Realized 83% total reserve replacement with 713 MMBOE proved reserves and 11-year reserve life |
Explore
| · | Drilled an oil discovery at Hai Su Vang-1X (Golden Sea Lion) in offshore Vietnam and encountered approximately 370 feet of net oil pay from two reservoirs |
| · | Drilled a discovery at the non-operated Ocotillo #1 exploration well in Mississippi Canyon 40 in the Gulf of America |
| · | Awarded six deepwater exploration blocks in Gulf of America Federal Lease Sale 261 |
Return
| · | Entered Murphy 3.0 of capital allocation framework, with a minimum 50% of adjusted free cash flow1 allocated to shareholder returns and the remainder allocated to the balance sheet |
| · | Repurchased $300 MM of stock, or 8.0 MM shares, in FY 2024 |
| 1. | Adjusted free cash flow is calculated as net cash provided by continuing operations activities before noncash working capital changes, less property additions and dry hole costs, acquisition of oil and natural gas properties, cash dividends paid, distributions to noncontrolling interest and other contractual payments |
ii MURPHY OIL CORPORATION
Financial
$1.7 BN Approximate net cash provided by continuing operations activities (including noncontrolling interest) $746 MM of free cash flow2,3, with the majority used to repay long-term debt, increase longstanding dividend and repurchase shares
Operations
177,000 barrels of oil equivalent per day produced with ~88 thousand barrels of oil per day 713 MM barrels of oil equivalent of proved reserves, with 83% total reserve replacement and a reserve life index of approximately 11 years
Onshore
Eagle Ford Shale
| · | Brought online 20 operated and 20 non-operated wells and produced 30 MBOEPD in FY 2024 |
Tupper Montney
| · | Brought online 16 operated wells |
| · | Achieved record high peak gross production rate of 496 MMCFD, effectively reaching plant capacity |
Exploration
Côte d’Ivoire
| · | Completed seismic reprocessing project in 2024 and preparing to initiate three-well exploration program |
Vietnam
| · | Drilled an oil discovery at Hai Su Vang-1X (Golden Sea Lion) |
Offshore
U.S. Gulf of America
| · | Produced 70 MBOEPD in FY 2024 |
Canada
| · | Produced 7 MBOEPD in FY 2024 |
Vietnam
| · | Progressed the Lac Da Vang (Golden Camel) field development project, with first oil forecast in 2026 |
| 2. | Free cash flow is calculated as net cash provided by continuing operations activities (including noncontrolling interest) and before noncash working capital changes, less property additions and dry hole costs |
| 3. | See Annex for reconciliations of non-GAAP financial measures to their most closely comparable GAAP metric |
2025 PROXY STATEMENTiii
Murphy Oil at a Glance
Note: Unless otherwise noted, the financial and operating highlights and metrics discussed above exclude noncontrolling interest, thereby representing only the amounts attributable to Murphy
Forward-Looking Statements and Risks
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified through the inclusion of words such as “aim,” “anticipate,” “believe,” “drive,” “estimate,” “expect,” “expressed confidence,” “forecast,” “future,” “goal,” “guidance,” “intend,” “may,” “objective,” “outlook,” “plan,” “position,” “potential,” “project,” “seek,” “should,” “strategy,” “target,” “will”, “preparing to”, or variations of such words and other similar expressions. These statements, which express management’s current views concerning future events, results and plans, are subject to inherent risks, uncertainties and assumptions (many of which are beyond our control) and are not guarantees of performance. In particular, statements, express or implied, concerning the Company’s future operating results or activities and returns or the Company’s ability and decisions to replace or increase reserves, increase production, generate returns and rates of return, replace or increase drilling locations, reduce or otherwise control operating costs and expenditures, generate cash flows, pay down or refinance indebtedness, achieve, reach or otherwise meet initiatives, plans, goals, ambitions or targets with respect to emissions, safety matters or other ESG (environmental/social/governance) matters, make capital expenditures or pay and/or increase dividends or make share repurchases and other capital allocation decisions are forward-looking statements. Factors that could cause one or more of these future events, results or plans not to occur as implied by any forward-looking statement, which consequently could cause actual results or activities to differ materially from the expectations expressed or implied by such forward-looking statements, include, but are not limited to: macro conditions in the oil and gas industry, including supply/demand levels, actions taken by major oil exporters and the resulting impacts on commodity prices; geopolitical concerns; increased volatility or deterioration in the success rate of our exploration programs or in our ability to maintain production rates and replace reserves; reduced customer demand for our products due to environmental, regulatory, technological or other reasons; adverse foreign exchange movements; political and regulatory instability in the markets where we do business; the impact on our operations or market of health pandemics such as COVID-19 and related government responses; other natural hazards impacting our operations or markets; any other deterioration in our business, markets or prospects; any failure to obtain necessary regulatory approvals; any inability to service or refinance our outstanding debt or to access debt markets at acceptable prices; or adverse developments in the U.S. or global capital markets, credit markets, banking system or economies in general, including inflation and trade policies. For further discussion of factors that could cause one or more of these future events or results not to occur as implied by any forward-looking statement, see Item 1A. Risk Factors in our most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K that we file, available from the SEC’s website and from Murphy Oil Corporation’s website at http://ir.murphyoilcorp.com. Investors and others should note that we may announce material information using SEC filings, press releases, public conference calls, webcasts and the investors page of our website. We may use these channels to distribute material information about the Company; therefore, we encourage investors, the media, business partners and others interested in the Company to review the information we post on our website. The information on our website is not part of, and is not incorporated into, this report. Murphy Oil Corporation undertakes no duty to publicly update or revise any forward-looking statements.
iv MURPHY OIL CORPORATION
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