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KIRBY CORP Proxy Solicitation & Information Statement 2022

Mar 4, 2022

31065_rns_2022-03-04_27514a9d-8250-48cc-8065-f6c46f312e8f.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d67160ddefa14a.htm DEFA14A DEFA14A

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 the appropriate box):

No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

P.O. BOX 8016, CARY, NC 27512-9903 Kirby Corporation Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on April 26, 2022 For Stockholders of record as of March 1, 2022 This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting. To view the proxy materials, including the Notice of 2022 Annual Meeting, Proxy Statement, and the Company’s Annual Report, which includes the Annual Report on Form 10-K for 2021, and to obtain directions to attend the meeting, go to: www.proxydocs.com/KEX To vote your proxy while visiting this site, you will need the 12 digit control number in the box below. Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the internet.

Have the 12 digit control number located in the shaded box above available when you access the website and follow the
instructions.
If you want to receive a paper or e-mail copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time
for this year’s meeting, you must make this request on or before April 15, 2022.

To order paper materials, use one of the following methods.

INTERNET www.investorelections.com/KEX * E-MAIL [email protected]
When requesting via the Internet or telephone you will need the 12 digit control
number located in the shaded box above. * If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located above) in the subject line. No other
requests, instructions OR other inquiries should be included with your e-mail requesting material.
Kirby Corporation
Meeting Type: Annual Meeting of Stockholders
Date: Tuesday, April 26, 2022
Time: 10:00 AM, Local Time
Place: 55 Waugh Drive, Suite 1100
Houston, TX 77007
SEE REVERSE FOR FULL AGENDA

Kirby Corporation

Annual Meeting of Stockholders

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:

FOR ON PROPOSALS 1, 2, AND 3

PROPOSAL

  1. Election of three Class III Directors

1.01 Anne-Marie N. Ainsworth

1.02 William M. Waterman

1.03 Shawn D. Williams

  1. Ratification of the Audit Committee’s selection of KPMG LLP as Kirby’s independent registered public accounting firm for 2022

  2. Advisory vote on the approval of the compensation of Kirby’s named executive officers