Kirby Corp - Current report filing (8-K)
February 01 2008 - 2:20PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 28,
2008
Kirby
Corporation
(Exact
name of registrant as specified in its charter)
Nevada
|
1-7615
|
75-1884980
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
55
Waugh Drive, Suite 1000
Houston,
Texas 77007
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (713) 435-1000
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
£
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
£
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
£
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
£
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain Officers.
|
On
January 28, 2008, the Compensation Committee of Kirby’s Board of Directors
awarded discretionary bonuses to the Company’s Chief Executive Officer, Chief
Financial Officer and three other most highly compensated executive officers
(the “named executive officers”) under the Company’s incentive bonus plan for
2007.
The
Company’s 2007 incentive bonus plan is based on the achievement of three equally
weighted performance measures by each of the Company’s four business groups —
inland marine transportation, diesel engine services, offshore marine
transportation and container-on-barge service — and by the Company as a whole.
The three performance measures are EBITDA (net earnings before interest expense,
taxes on income, depreciation and amortization), return on total capital and
earnings per share.
At
the
beginning of the year, the Compensation Committee established objectives for
each of the three performance measures for the year, based on the budget for
the
year approved by the Board of Directors. A target bonus expressed as a
percentage of base salary was established for each participant. Seventy-five
percent of each participant’s bonus is based on the achievement of the target
performance by the Company and its business groups for the year (shown as the
“formula bonus” in the table below); 25% of each participant’s bonus is
allocated based on a discretionary assessment of individual performance for
the
year (shown as the “discretionary bonus” in the table below).
At
its
January 28 meeting, the Compensation Committee awarded the full discretionary
25% of the bonus award to each named executive officer. The total bonuses earned
by each named executive officer for 2007 were as follows:
Officer
|
|
Formula
Bonus
|
|
|
Discretionary
Bonus
|
|
|
|
|
|
|
|
|
|
|
Joseph
H. Pyne
|
|
$
|
637,007
|
|
|
$
|
212,336
|
|
President
and Chief Executive
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C.
Berdon Lawrence
|
|
$
|
488,310
|
|
|
$
|
162,770
|
|
Chairman
of the Board
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephen
P. Valerius
|
|
$
|
289,148
|
|
|
$
|
96,382
|
|
President,
Kirby Inland Marine,
LP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Norman
W. Nolen
|
|
$
|
233,158
|
|
|
$
|
77,719
|
|
Executive
Vice President,
Treasurer
and Chief Financial
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D.
Lynn Strahan
|
|
$
|
195,277
|
|
|
$
|
65,092
|
|
President,
Kirby Engine Systems, Inc.
|
|
|
|
|
|
|
|
|
Item
5.03.
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
On
January 28, 2008, the Board of
Directors of the Company approved the amendment and restatement of the Company’s
Bylaws. Article II, Section 2 of the Bylaws was amended to change the
voting standard applicable in uncontested elections of directors from a
plurality vote to a majority of the votes cast (excluding abstentions and broker
nonvotes). Article III, Section 7 of the Bylaws was amended to
clarify the sufficiency of electronic notice of board and committee
meetings. Article VI, Sections 1, 3 and 4 of the Bylaws were amended
to clarify the ability of the Company to issue shares in uncertificated
form. Prior to the amendments, the Bylaws did not require
certificates for all shares, but did not expressly authorize issuance in
uncertificated form. The full text of the Bylaws, as amended through
January 28, 2008, is attached as Exhibit 3.1 to this report.
Item
9.01.
|
Financial
Statements and Exhibits
|
(c)
Exhibits:
3.1
Bylaws
of the
Company, as amended
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated
January 31, 2008
|
KIRBY
CORPORATION
|
|
(Registrant)
|
|
|
|
|
|
By
|
/s/
G. Stephen Holcomb
|
|
|
G.
Stephen Holcomb
|
|
|
Vice
President
|
|
EXHIBIT
INDEX
|
Bylaws
of the Company, as amended
|
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