Kirby Corporation Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: KEX · Form: DEF 14A · Filed: Mar 8, 2024 · CIK: 56047

Kirby CORP DEF 14A Filing Summary
FieldDetail
CompanyKirby CORP (KEX)
Form TypeDEF 14A
Filed DateMar 8, 2024
Risk LevelKEX
Pages15
Reading Time17 min
Key Dollar Amounts$3.1 billion, $222.9 million, $3.72, $1.7 billion, $540 million
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Corporate Governance, Executive Compensation, Director Election

TL;DR

**Kirby Corporation has released its 2024 Definitive Proxy Statement, outlining key governance, compensation, and director election details for its upcoming Annual Meeting.**

AI Summary

KIRBY CORP (KEX) filed a Proxy Statement (DEF 14A) with the SEC on March 8, 2024. Kirby Corporation filed its Definitive Proxy Statement (DEF 14A) on March 8, 2024. The filing pertains to the upcoming Annual Meeting of Stockholders, with a Conformed Period of Report ending April 26, 2024. The document details board composition, corporate governance, executive compensation, and corporate sustainability initiatives. Key voting items include the election of directors and other standard corporate matters. The filing provides a financial summary and highlights governance and compensation practices. The company's principal executive offices are located at 55 Waugh Drive, Suite 1000, Houston, TX 77007. Kirby Corporation operates in the Water Transportation industry (SIC 4400).

Why It Matters

For investors and stakeholders tracking KIRBY CORP, this filing contains several important signals. The DEF 14A filing provides shareholders with crucial information to make informed voting decisions regarding the election of directors and other corporate proposals. This document serves as a transparent disclosure of Kirby Corporation's executive compensation structure, corporate governance policies, and commitment to sustainability, allowing stakeholders to assess management and board performance.

Risk Assessment

Risk Level: KEX — KIRBY CORP shows moderate risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate disclosures rather than immediate material events.

Analyst Insight

Review the proposed director nominees and executive compensation details to understand Kirby Corporation's strategic direction and shareholder alignment.

Key Numbers

Key Players & Entities

FAQ

When did KIRBY CORP file this DEF 14A?

KIRBY CORP filed this Proxy Statement (DEF 14A) with the SEC on March 8, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by KIRBY CORP (KEX).

Where can I read the original DEF 14A filing from KIRBY CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by KIRBY CORP.

What are the key takeaways from KIRBY CORP's DEF 14A?

KIRBY CORP filed this DEF 14A on March 8, 2024. Key takeaways: Kirby Corporation filed its Definitive Proxy Statement (DEF 14A) on March 8, 2024.. The filing pertains to the upcoming Annual Meeting of Stockholders, with a Conformed Period of Report ending April 26, 2024.. The document details board composition, corporate governance, executive compensation, and corporate sustainability initiatives..

Is KIRBY CORP a risky investment based on this filing?

Based on this DEF 14A, KIRBY CORP presents a moderate-risk profile. The filing is a routine DEF 14A, indicating standard corporate disclosures rather than immediate material events.

What should investors do after reading KIRBY CORP's DEF 14A?

Review the proposed director nominees and executive compensation details to understand Kirby Corporation's strategic direction and shareholder alignment. The overall sentiment from this filing is neutral.

How does KIRBY CORP compare to its industry peers?

Kirby Corporation operates within the Water Transportation industry, providing a range of marine services.

Are there regulatory concerns for KIRBY CORP?

The filing is made in accordance with Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

Risk Factors

Industry Context

Kirby Corporation operates within the Water Transportation industry, providing a range of marine services.

Regulatory Implications

The filing is made in accordance with Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

  1. Review the list of director nominees and their qualifications.
  2. Examine the executive compensation details and alignment with company performance.
  3. Understand the key proposals being presented to shareholders for a vote.

Key Dates

Year-Over-Year Comparison

This is the initial filing of the 2024 Definitive Proxy Statement.

Filing Stats: 4,373 words · 17 min read · ~15 pages · Grade level 15 · Accepted 2024-03-08 16:15:47

Key Financial Figures

Filing Documents

From the Filing

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 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 DEAR FELLOW STOCKHOLDERS, On behalf of the Board of Directors (the "Board"), we cordially invite you to attend Kirby Corporation's ("Kirby" or the "Company") 2024 Annual Meeting of Stockholders. Information concerning the matters to be voted upon at the meeting is contained in this Notice of the 2024 Annual Meeting and our Proxy Statement. 2023 was a good year for Kirby. We experienced stronger performance across both business segments, and we were pleased with our financial results. No year is perfect, and we did experience some headwinds such as poor weather conditions, lock closures and supply chain issues. Regardless, our employees worked hard, stayed focused and managed to achieve strong financial results while supporting "The Kirby Way", our core values of Safety, People, Excellence, Community, and Integrity. In the marine transportation segment ("KMT"), despite seasonal weather challenges, inland had a positive year driven by strong demand, increased term and spot contract pricing and high barge utilization. The first half of the year was impacted by poor navigation conditions from high wind and heavy fog, but this was more than offset by inland rates that improved significantly. The second half of the year did see some headwinds due to lock closures and poor weather conditions, but strong pricing and utilization offset those impacts, allowing for higher inland marine margins over the year. In our coastal business, while we were impacted by planned shipyard maintenance, strong customer demand, improving rates and high barge utilization allowed the business to conclude 2023 on a positive note and we believe this momentum will carry into 2024. In the distribution and services segment ("D&S"), we saw a year of positive improvement as demand across our mark

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