KIRBY CORP
For the period ended Apr 26, 2024. Filed Mar 8, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 26, 2024 · Filed Mar 8, 2024
Contents
Cover page
Show cover page
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 |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under §240.14a-12 |
Kirby Corporation
(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 all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| KIRBY | 2024 PROXY STATEMENT | PROXY SUMMARY | 1 |
|---|
TABLE OF CONTENTS
| 2 | Letter to Stockholders |
| 3 | Notice of Annual Meeting of Stockholders |
| 4 | Proxy Materials |
| 5 | Proxy Summary |
| 5 | Board Composition & Experience |
| 7 | Financial Summary |
| 8 | Corporate Governance |
| 9 | Governance Highlights |
| 10 | Compensation Highlights |
| 12 | Corporate Sustainability |
| 13 | Stakeholder Engagement |
| 14 | Voting Item 1: Election of Directors |
| 15 | Nominees for Election (Proposal 1) |
| 18 | Directors Continuing in Office |
| 24 | The Board of Directors |
| 24 | Director Independence |
| 24 | Risk Oversight |
| 25 | Board Leadership Structure |
| 25 | Board Committees |
| 26 | Audit Committee |
| 26 | Compensation Committee |
| 26 | ESG and Nominating Committee |
| 27 | Attendance at Meetings |
| 27 | Director Compensation |
| 30 | Transactions with Related Persons |
| 31 | Voting Item 2: Audit Committee Matters |
| 31 | Ratification of Selection of KPMG LLP (Proposal 2) |
| 31 | Fees Paid to KPMG LLP |
| 32 | Audit Committee Report |
| 33 | Voting Item 3: Executive Compensation |
| 33 | Advisory Vote on Executive Compensation (Proposal 3) |
| 33 | Compensation Discussion and Analysis |
| 33 | Executive Summary |
| 37 | Elements of Compensation |
| 43 | Other Compensation Matters |
| 44 | Compensation Committee Interlocks & Insider Participation |
| 44 | Compensation Committee Report |
| 45 | Compensation Tables |
| 45 | Summary Compensation Table |
| 46 | Grants of Plan Based Awards |
| 47 | Outstanding Equity Awards |
| 48 | Option Exercises and Restricted Stock Units Vested |
| 48 | Nonqualified Deferred Compensation |
| 49 | Equity Compensation Plan Information |
| 49 | Potential Payments upon Termination or Change in Control |
| 51 | Beneficial Ownership of Common Stock |
| 51 | Beneficial Ownership of Directors and Executive Officers |
| 52 | Principal Stockholders |
| 52 | Delinquent Section 16(a) Reports |
| 53 | CEO Pay Ratio |
| 53 | Pay vs Performance |
| 57 | Other Business |
| 57 | Stockholder Proposals for 2025 Annual Meeting |
| 58 | Solicitation of Proxies |
| 58 | Voting |
| Appendix | |
| A-1 | Appendix A: Reconciliation of GAAP to Non-GAAP Financial Measures Excluding One-Time Items |
| B-1 | Appendix B: Reconciliation of GAAP Net Earnings (Loss) Attributable to Kirby to Non-GAAP EBITDA and Adjusted EBITDA |
| 2 | KIRBY | 2024 PROXY STATEMENT |
March 8, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.