Kirby Corp Files Proxy Statement on Executive Compensation

TL;DR

Kirby Corp dropped proxy docs on exec pay - vote on it soon.

AI Summary

Kirby Corporation filed a DEFA14A on April 11, 2024, providing supplemental information regarding Proposal 3, which concerns the approval of compensation paid to executive officers. This filing is a definitive proxy statement, indicating it contains final information for shareholders ahead of a meeting.

Why It Matters

This filing provides shareholders with crucial details about executive compensation, allowing them to make informed decisions when voting on Proposal 3 at the upcoming shareholder meeting.

Risk Assessment

Risk Level: low — This is a routine proxy filing providing supplemental information on executive compensation, not indicating any immediate financial distress or significant operational changes.

Key Players & Entities

• Kirby Corporation (company) — Registrant filing the proxy statement
• Proposal 3 (other) — Subject of supplemental information regarding executive compensation

FAQ

Key Financial Figures

• $557 million — nce EBITDA increased 36% over 2022 to $557 million EPS increased 83% over 2022 to $3.72
• $3.72 — illion EPS increased 83% over 2022 to $3.72 per share Return on total capital inc
• $360 million — 7 million over 2020 adjusted EBITDA* of $360 million EPS increased 102% to $3.72 per share
• $1.84 — 72 per share over 2020 adjusted EPS* of $1.84 per share Return on total capital inc
• $327 m — der the AIP for 2021, 2022 and 2023 was $327 million, $389 million, and $496 million,
• $389 m — r 2021, 2022 and 2023 was $327 million, $389 million, and $496 million, respectively.
• $496 m — 023 was $327 million, $389 million, and $496 million, respectively. The amount shown a
• $1,810,627 — term performance award in the amount of $1,810,627. Payout reflects improving performanc
• $581,400 — 2023 performance award in the amount of $581,400. Mr. ONeils long-term performance award
• $1,580,285 — lump sum cash payment in the amount of $1,580,285, which amount is equal to the fair mark
• $17,030 — payment in the amount of approximately $17,030, which is the amount of her aggregate C
• $85,617 — performance, which was determined to be $85,617 and paid in February 2024. We believe

Filing Documents

• d605179ddefa14a.htm (DEFA14A) — 72KB
• g605179g0411231440745.jpg (GRAPHIC) — 2KB
• g605179g0411231440987.jpg (GRAPHIC) — 4KB
• g605179g0411231441140.jpg (GRAPHIC) — 2KB
• 0001193125-24-093390.txt ( ) — 83KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 Pursuant to 240.14a-12. Kirby Corporation (Name of Registrant as Specified In Its Charter) (Name of Persons(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (check the appropriate box): 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. Supplemental Information Regarding Proposal 3 (Approval of Compensation Paid to Executive Officers) On March 8, 2024, Kirby Corporation (the Company) filed its Definitive Proxy Statement (the Proxy Statement) with the Securities and Exchange Commission (SEC). The Proxy Statement was filed in connection with the Companys 2024 Annual Meeting of Stockholders to be held on April 26, 2024. This additional proxy material is being filed to supplement the disclosure concerning the approval of compensation paid to our executive officers discussed in Proposal 3 of our Proxy Statement. KIRBY CORPORATION 55 Waugh Drive, Suite 1000 Houston, Texas 77007 April 11, 2024 Dear Fellow Stockholders, This letter addresses an advisory report issued by the proxy advisory firm Institutional Shareholder Services (ISS) on April 5, 2024, regarding the 2024 Annual Meeting of Stockholders of Kirby Corporation (Kirby) scheduled for April 26, 2024. In its report, ISS recommends that our stockholders vote against Proposal 3the advisory vote on the approval of the compensation of Kirbys named executive officers (also known as the Say-on-Pay Proposal). Capitalized terms used but not defined herein have the meanings ascribed in our Proxy Statement. ISS and our stockholders have supported our compensation programs and our Say-On-Pay Proposal in all prior years for which compensation information was provided in our Proxy Statement, with 94% of votes cast at last years annual meeting voting in favor of the compensation paid to our named executive officers under those programs. Additionally, Glass, Lewis & Co., another leading proxy advisory firm, has recommended that stockholders vote FOR our Say-on-Pay Proposal. In response to the ISS report and to inform your voting decision, we are providing additional information about our 2023 executive compensation program and decisions. We recommend stockholders vote FOR Proposal 3the advisory vote on the approval of the compensation of Kirbys named executive officers. Negative Vote Recommendation by ISS ISS recommended that stockholders vote against our Say-on Pay Proposal based in pertinent part on the following: 1. The performance goals for our 2023-2025 performance awards overlap with two of our annual incentive program (AIP) performance goals, namely EBITDA and return on total capital. 2. With respect to our 2023 AIP, our Proxy Statement does not disclose threshold and maximum goals, or other details about the payout formula and the considerations involved for the AIPs operational performance metrics. 3. With respect to our 2021-2023 performance awards, only the outcome is disclosed in our Proxy Statement and not specific performance against goals. 4. While ISS recognized that 2024 long-term incentive compensation grants for the top three executives will be 50% performance based starting in 2024, two of our named executive officers (Ms. Amy D. Husted, Vice President, General Counsel and Secretary, and Mr. Scott P. Miller, Vice President and Chief Information Officer) received all long-term incentive compensation in the form of time-based restricted stock units (RSUs). 5. ISS noted that Ms. Kim B. Clarke, our former Vice President and Chief Human Resources Officer, had received cash payments upon her voluntary retirement from Kirby on March 1, 2023. FINANCIAL PERFORMANCE In 2023 and over the past three years, Kirby has generated strong cash flow and growth in earnings, as well as reduced our debt to capitalization ratio to 24.2%. 2023 One-Year Performance EBITDA increased 36% over 2022 to $557 million EPS increased 83% over 2022 to $3.72 per share Return on total capital increased 63% over 2022 to 8.3% Total stockholder return (TSR) was 22% 2023 Three-Year Performance EBITDA increased 55% to $557 million over 2020 adjusted EBITDA* of $360 million EPS increased 102% to $3.72 per share over 2020 adjusted EPS* of $1.84 per share Return on total capital increased 159% to 8.3% over 2020 adjusted return on total capital* of 3.2% TSR was 51% * See Kirbys 2021 Proxy

View Full Filing

View this DEFA14A filing on SEC EDGAR