KIRBY CORP
For the period ended Apr 27, 2026. Filed Mar 6, 2026.
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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 27, 2026 · Filed Mar 6, 2026
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Contents
Cover page
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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 |
|---|---|
| ☐ | 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 |
(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 |
NOTICE OF 2026 ANNUAL MEETING
AND PROXY STATEMENT
| 2 | KIRBY | 2025 PROXY STATEMENT |
| PURPOSETo be the most trusted marinetransportation and equipmentdistribution and services partner,reliably meeting our customer's needsin a safe, environmentally responsible,socially sensitive, and profitable way. | VISIONRecognized as an essential and preeminent company by our customers, leveraging core competencies and innovation in each of our businesses to generate superior value for all our stakeholders. |
|---|
OUR PEOPLE MAKE
THE DIFFERENCE.
We invest in the tools and
resources to empower our
employees and we promote a
workplace that values mutual
respect, knowledge sharing,
and teamwork.
CREATING VALUE
for our customers and
stockholders by providing
the highest-quality service
and products.
OUR GUIDING
PRINCIPLE IS NO HARM
to people, the environment,
or equipment. Safety is at
the core of everything we
do and always informs
our decision-making.
DO THE RIGHT
THING by having
the highest ethical
standards while
always being
transparent and
accountable for
our actions.
The
Kirby
Way
SHARING OUR SUCCESS
with each other and the
communities where we live and
work while protecting the environment and encouraging volunteerism.
| KIRBY | 2026 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 and 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 |
| 24 | Board Leadership Structure |
| 25 | Board Committees |
| 25 | Audit Committee |
| 26 | Compensation Committee |
| 26 | ESG and Nominating Committee |
| 27 | Attendance at Meetings |
| 27 | Director Compensation |
| 29 | Transactions with Related Persons |
| 30 | Voting Item 2: Audit Committee Matters |
| 30 | Ratification of Selection of KPMG LLP (Proposal 2) |
| 30 | Fees Paid to KPMG LLP |
| 31 | Audit Committee Report |
| 32 | Voting Item 3: Compensation of our NEOs |
| 32 | Advisory Vote on Compensation of our NEOs (Proposal 3) |
| 32 | Compensation Discussion and Analysis |
| 35 | Elements of Compensation |
| 42 | Compensation Oversight and Process |
| 42 | Other Compensation Matters |
| 43 | Compensation Committee Interlocks & Insider Participation |
| 44 | Compensation Committee Report |
| 45 | Compensation Tables |
| 45 | Summary Compensation Table |
| 46 | Grants of Plan Based Awards |
| 46 | Outstanding Equity Awards |
| 47 | Option Exercises and Restricted Stock Units Vested |
| 47 | Nonqualified Deferred Compensation |
| 48 | Equity Compensation Plan Information |
| 48 | Potential Payments upon Termination or Change in Control |
| 50 | Voting Item 4: Employee Stock Plan |
| 50 | Amendment of the 2005 Stock and Incentive Plan (Proposal 4) |
| 58 | Voting Item 5: Nonemployee Director Stock Plan |
| 58 | Amendment of the 2000 Nonemployee Director Stock Plan (Proposal 5) |
| 64 | Beneficial Ownership of Common Stock |
| 64 | Beneficial Ownership of Directors and Executive Officers |
| 64 | Principal Stockholders |
| 65 | Delinquent Section 16(a) Reports |
| 65 | CEO Pay Ratio |
| 66 | Pay versus Performance |
| 69 | Other Business |
| 69 | Stockholder Proposals for 2027 Annual Meeting |
| 69 | Solicitation of Proxies |
| 70 | Voting |
| 71 | Appendix |
| 71 | Appendix A: Reconciliation of GAAP to Non-GAAP Financial Measures Excluding One-Time Items |
| 72 | Appendix B: Reconciliation of GAAP Net Earnings Attributable to Kirby to Non-GAAP EBITDA and Adjusted EBITDA |
| A-1 | Exhibit A |
| B-1 | Exhibit B |
| 2 | KIRBY | 2026 PROXY STATEMENT |
March 6, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.