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
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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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):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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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
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KIRBY
CORPORATION
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Notice of 2009
Annual Meeting of
Stockholders
and
Proxy Statement
Meeting Date: April 28,
2009
YOUR VOTE IS
IMPORTANT
PLEASE
PROMPTLY MARK, DATE, SIGN AND RETURN
YOUR PROXY CARD IN THE ENCLOSED ENVELOPE
KIRBY
CORPORATION
55 Waugh Drive, Suite 1000
P. O. Box 1745
Houston, Texas
77251-1745
March 5,
2009
Dear Fellow Stockholders:
On behalf of the Board of Directors, we cordially invite you to
attend the 2009 Annual Meeting of Stockholders of Kirby
Corporation to be held on Tuesday, April 28, 2009, at
10:00 a.m. (CDT). The meeting will be held at 55 Waugh
Drive, 8th Floor, Houston, Texas 77007. We look forward to
personally greeting those stockholders who will be able to
attend the meeting.
This booklet contains the notice of the Annual Meeting and the
Proxy Statement, which contains information about the formal
items of business to be conducted at the meeting, Kirbys
Board of Directors and its committees and certain executive
officers. This year you are being asked to elect three
Class II directors and ratify the Audit Committees
selection of KPMG LLP as Kirbys independent registered
public accounting firm for 2009.
In addition to the formal items of business to be brought before
the Annual Meeting, there will be a report on our Companys
operations, followed by a question and answer period.
Your vote is important. Please ensure that your shares will be
represented at the meeting by completing, signing and returning
your proxy card in the envelope provided whether or not you plan
to attend personally.
Thank you for your continued support and interest in Kirby
Corporation.
Sincerely,
C. Berdon Lawrence
Chairman of the Board
Joseph H. Pyne
President and Chief Executive Officer
TABLE OF CONTENTS
KIRBY
CORPORATION
55 Waugh Drive, Suite 1000
P. O. Box 1745
Houston, Texas
77251-1745
NOTICE OF 2009 ANNUAL MEETING OF STOCKHOLDERS
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Date:
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Tuesday, April 28, 2009
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Time:
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10:00 a.m. CDT
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Place:
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55 Waugh Drive
8th Floor
Houston, Texas 77007
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Items of business to be voted on at the Kirby Corporation 2009
Annual Meeting of Stockholders are as follows:
1. Election of three Class II directors;
2. Ratification of the Audit Committees selection of
KPMG LLP as Kirby Corporations independent registered
public accounting firm for 2009; and
3. Consideration of any other business that properly comes
before the meeting.
You have the right to receive this notice and vote at the Annual
Meeting if you were a stockholder of record at the close of
business on March 2, 2009. Please remember that your shares
cannot be voted unless you sign and return the enclosed proxy
card, vote in person at the Annual Meeting, or make other
arrangements to vote your shares.
We have enclosed a copy of Kirby Corporations 2008 Annual
Report to stockholders with this notice and Proxy Statement.
For the Board of Directors,
Thomas G. Adler
Secretary
March 5, 2009
KIRBY
CORPORATION
PROXY
STATEMENT
GENERAL
INFORMATION
This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors (the
Board) of Kirby Corporation (the
Company) to be voted at the Annual Meeting of
Stockholders to be held at 55 Waugh Drive, 8th Floor,
Houston, Texas, on April 28, 2009, at 10:00 a.m. (CDT).
Whenever we refer in this Proxy Statement to the Annual Meeting,
we are also referring to any meeting that results from an
adjournment or postponement of the Annual Meeting. The Notice of
Annual Meeting, this Proxy Statement, the proxy card and the
Companys Annual Report, which includes the Annual Report
on
Form 10-K
for 2008, are being mailed to stockholders on or about
March 9, 2009.
SOLICITATION
OF PROXIES
The Proxy
Card
Your shares will be voted as specified on the enclosed proxy
card. If a proxy is signed without choices specified, those
shares will be voted for the election of the Class II
directors named in this Proxy Statement, for the ratification of
the Audit Committees selection of KPMG LLP as the
Companys independent registered public accounting firm for
2009 and at the discretion of the proxies on other matters.
You are encouraged to complete, sign and return the proxy card
even if you expect to attend the meeting. If you sign a proxy
card and deliver it to us, but then want to change your vote,
you may revoke your proxy at any time prior to the Annual
Meeting by sending us a written revocation or a new proxy, or by
attending the Annual Meeting and voting your shares in person.
Cost of
Soliciting Proxies
The cost of soliciting proxies will be paid by the Company. The
Company has retained Georgeson, Inc. to solicit proxies at an
estimated cost of $5,000, plus out-of-pocket expenses. Employees
of the Company may also solicit proxies, for which the expense
would be nominal and borne by the Company. Solicitation may be
by mail, facsimile, electronic mail, telephone or personal
interview.
VOTING
Stockholders
Entitled to Vote
Stockholders of record at the close of business on March 2,
2009 will be entitled to notice of, and to vote at, the Annual
Meeting. As of the close of business on March 2, 2009, the
Company had 53,772,885 outstanding shares of common stock. Each
share of common stock is entitled to one vote on each matter to
come before the meeting.
Quorum
and Votes Necessary to Adopt Proposals
In order to transact business at the Annual Meeting, a quorum
consisting of a majority of all outstanding shares entitled to
vote must be present. Abstentions and proxies returned by
brokerage firms for which no voting instructions have been
received from their principals will be counted for the purpose
of determining whether a quorum is present. Once a share is
represented for any purpose at the Annual Meeting, it will be
deemed present for quorum purposes for the entirety of the
meeting. A majority of the votes cast (not counting abstentions
and broker nonvotes) is required for the election of directors.
A majority of the outstanding shares entitled to vote that are
represented at the meeting in person or by proxy is required for
the ratification of the selection of KPMG LLP as the
Companys independent registered public accounting firm for
2009 and any other matters that may be presented at the meeting.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
APRIL 28, 2009
This Proxy Statement and the Companys 2008 Annual
Report, which includes the Annual Report on
Form 10-K
filed with the Securities and Exchange Commission
(SEC), are available electronically at
www.edocumentview.com/kex.
The following proposals will be considered at the meeting:
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Item 1
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Election of three Class II directors
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Item 2
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Ratification of the selection of KPMG LLP as the Companys
independent registered public accounting firm for 2009
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The Board of Directors of the Company unanimously recommends
that you vote FOR each of the proposals.
ELECTION
OF DIRECTORS (ITEM 1)
The Bylaws of the Company provide that the Board shall consist
of not fewer than three nor more than fifteen members and that,
within those limits, the number of directors shall be determined
by the Board. The Bylaws further provide that the Board shall be
divided into three classes, with the classes being as nearly
equal in number as possible and with one class being elected
each year for a three-year term. The size of the Board is
currently set at ten. Three Class II directors are to be
elected at the 2009 Annual Meeting to serve until the Annual
Meeting of Stockholders in 2012.
Each nominee named below is currently serving as a director and
each has consented to serve for the new term if elected. If any
nominee becomes unable to serve as a director, an event
currently not anticipated, the persons named as proxies in the
enclosed proxy card intend to vote for a nominee selected by the
present Board to fill the vacancy.
Nominees
for Election
The Board of Directors of the Company unanimously recommends
that you vote FOR the election of each of the
following nominees for election as a director.
Nominees for Election as Class II directors to serve
until the Annual Meeting of Stockholders in 2012
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Bob G. Gower
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Director since 1998
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Houston, Texas
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Age 71
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Mr. Gower is a private investor. He served as President and
Chief Executive Officer of Carbon Nanotechnologies, Inc., a
technology leader in small-diameter carbon nanotubes, until
2007. Mr. Gower serves as Chairman of the Audit Committee,
is a member of the Executive Committee and Compensation
Committee, and has been chosen by the non-management directors
to serve as the presiding director at executive sessions of the
non-management directors.
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Monte J. Miller
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Director since 2006
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Durango, Colorado
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Age 65
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Mr. Miller is a consultant and private investor. He served
as Executive Vice President, Chemicals, of Flint Hills
Resources, LP (Flint Hills), a company engaged in
crude oil refining, transportation and marketing, and the
production of petrochemicals, from 2003 to 2006. From 1999 to
2003, he was Senior Vice President of Koch Chemical Company, a
predecessor company of Flint Hills. Mr. Miller serves as a
member of the Compensation Committee.
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Joseph H. Pyne
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Director since 1988
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Houston, Texas
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Age 61
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Mr. Pyne is the President and Chief Executive Officer of
the Company. He serves as a member of the Executive Committee.
Directors
Continuing in Office
The following persons are directors of the Company who will
continue in office.
Continuing Class III directors, serving until the Annual
Meeting of Stockholders in 2010
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C. Sean Day
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Director since 1996
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Greenwich, Connecticut
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Age 59
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Mr. Day is Chairman of Teekay Corporation, a foreign flag
tank vessel owner and operator. He serves as Chairman of the
Governance Committee and is a member of the Compensation
Committee. He is also Chairman of Teekay GP L.L.C., the general
partner of Teekay LNG Partners L.P., Chairman of Teekay Offshore
GP L.L.C., the general partner of Teekay Offshore Partners L.P.,
Chairman of Teekay Tankers Ltd. and Chairman of Compass
Diversified Holdings.
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William M. Lamont, Jr.
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Director since 1979
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Dallas, Texas
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Age 60
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Mr. Lamont is a private investor. He serves as Chairman of
the Compensation Committee and is a member of the Executive
Committee and Governance Committee.
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C. Berdon Lawrence
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Director since 1999
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Houston, Texas
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Age 66
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Mr. Lawrence has served as Chairman of the Board of the
Company since 1999. He was the founder and former President of
Hollywood Marine, Inc. (Hollywood), an inland tank
barge company acquired by the Company in 1999. Mr. Lawrence
serves as Chairman of the Executive Committee.
Continuing Class I directors, serving until the Annual
Meeting of Stockholders in 2011
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James R. Clark
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Director since 2008
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Fort Worth, Texas
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Age 58
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Mr. Clark served as President and Chief Operating Officer
of Baker Hughes Incorporated (Baker Hughes) from
2004 until his retirement in January 2008. From 2003 to 2004, he
served as Vice President, Marketing and Technology of Baker
Hughes, and from 2001 to 2003, he served as President of Baker
Petrolite Corporation, a subsidiary of Baker Hughes. He serves
as a member of the Governance Committee. Mr. Clark is also
a director of Teekay Corporation and ENSCO International
Incorporated.
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David L. Lemmon
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Director since 2006
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Las Vegas, Nevada
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Age 66
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Mr. Lemmon is a private investor. He served as President
and Chief Executive Officer of Colonial Pipeline Company, an
interstate common carrier of refined liquid petroleum products,
from 1997 to 2006. He serves as a member of the Audit Committee.
Mr. Lemmon is also a director of Teekay Offshore GP L.L.C.,
the general partner of Teekay Offshore Partners L.P., and Deltic
Timber Corporation.
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George A. Peterkin, Jr.
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Director since 1973
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Houston, Texas
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Age 81
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Mr. Peterkin is a private investor. He has served as
Chairman Emeritus of the Board of the Company since 1999 and
served as Chairman of the Board of the Company from 1995 to
1999. He served as President of the Company from 1973 to 1995
and serves as a member of the Audit Committee and Executive
Committee.
4
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Richard R. Stewart
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Director since 2008
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Houston, Texas
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Age 59
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Mr. Stewart served as President and Chief Executive Officer
of GE Aero Energy, a division of GE Energy, and as an officer of
General Electric Company, from 1998 until his retirement in
December 2006. From 1972 to 1998, Mr. Stewart served in
various positions at Stewart & Stevenson Services,
Inc., including Group President and member of the Board of
Directors. He serves as a member of the Audit Committee.
Mr. Stewart is also a director of Eagle Materials Inc.
Except as noted, each of the nominees for director and each of
the continuing directors has been engaged in his principal
occupation for more than the past five years.
THE BOARD
OF DIRECTORS
The Companys business is managed under the direction of
the Board, which is responsible for broad corporate policy and
for monitoring the effectiveness of Company management. Members
of the Board are kept informed about the Companys
businesses by participating in meetings of the Board and its
committees, through operating and financial reports made at
Board and committee meetings by Company management, through
various reports and documents sent to the directors for their
review and by visiting Company facilities.
Director
Independence
The New York Stock Exchange (NYSE) listing standards
require listed companies to have at least a majority of
independent directors. For a director to be considered
independent, the Board must determine that the director does not
have any direct or indirect material relationship with the
Company.
The Board has determined that the following incumbent directors
have no relationship with the Company except as directors and
stockholders and are independent within the meaning of the NYSE
corporate governance rules:
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James R. Clark
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David L. Lemmon
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C. Sean Day
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Monte J. Miller
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Bob G. Gower
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George A. Peterkin, Jr.
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William M. Lamont, Jr.
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Richard R. Stewart
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In addition, the Board previously determined that two
relationships between the Company and Walter E. Johnson, a
director of the Company until April 2008, were not material and
that Mr. Johnson was also independent. The two
relationships, described under Transactions with Related
Persons, are Mr. Johnsons ownership of a 25%
interest in a limited partnership that owns one of 914 barges
operated by the Company and Mr. Johnsons position as
Chairman of the Board of Amegy Bank, N.A. (Amegy
Bank), which has a 6% participation in the Companys
revolving credit facility. The Board determined that
distributions to Mr. Johnson from the barge partnership
were not material to him and that Mr. Johnsons
interest in the partnership was not taken into account by the
Company in making decisions with respect to the deployment of
its barge fleet. The Board also considered that Amegy Bank has
the smallest participation of the banks in the Companys
revolving credit facility and that the annual payments of
interest and fees from the Company to Amegy Bank were not
material to either company.
Board
Committees
The Board has established four standing committees, including
the Audit Committee, the Compensation Committee and the
Governance Committee, each of which is briefly described below.
The fourth committee, the Executive Committee, may exercise all
of the power and authority of the Board in the management of the
business and affairs of the Company when the Board is not in
session, except the power or authority to fill vacancies in the
membership of the Board, to amend the Bylaws of the Company and
to fill vacancies in the membership of the Executive Committee.
5
Audit
Committee
All of the members of the Audit Committee are independent, as
that term is defined in applicable SEC and NYSE rules. In
addition, the Board has determined that all of the members of
the Audit Committee are audit committee financial
experts, as that term is defined in SEC rules. The Audit
Committee operates under a written charter adopted by the Board.
A copy of the charter is available on the Companys web
site at www.kirbycorp.com in the Investor Relations section
under Corporate Governance.
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Principal Functions
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Members
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Monitor the Companys financial
reporting, accounting procedures and systems of internal control
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Bob G. Gower (Chairman)
David L. Lemmon
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Select the independent auditors for the
Company
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George A. Peterkin, Jr.
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Review the Companys audited annual
and unaudited quarterly financial statements with management and
the independent auditors
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Richard R. Stewart
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Monitor the independence and performance
of the Companys independent auditors and internal audit
function
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Monitor the Companys compliance
with legal and regulatory requirements
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Compensation
Committee
All of the members of the Compensation Committee are
independent, as that term is defined in NYSE rules. In addition,
all of the members of the Committee are Non-Employee
Directors and outside directors as defined in
relevant federal securities and tax regulations. The
Compensation Committee operates under a written charter adopted
by the Board. A copy of the charter is available on the
Companys web site at www.kirbycorp.com in the Investor
Relations section under Corporate Governance.
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Principal Functions
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Members
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Determine the compensation of executive officers of
the Company
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William M. Lamont, Jr. (Chairman)
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Administer the Companys annual
incentive bonus program
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C. Sean Day
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Administer the Companys stock
option, restricted stock and incentive plans and grant stock
options, restricted stock and performance awards under such plans
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Bob G. Gower
Monte J. Miller
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Governance
Committee
All of the members of the Governance Committee are independent,
as that term is defined in NYSE rules. The Committee operates
under a written charter adopted by the Board. A copy of the
charter is available on the Companys web site at
www.kirbycorp.com in the Investor Relations section under
Corporate Governance.
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Principal Functions
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Members
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Perform the function of a nominating committee in
recommending candidates for election to the Board
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C. Sean Day (Chairman)
James R. Clark
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Review all related party transactions
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William M. Lamont, Jr.
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Oversee the operation and effectiveness
of the Board
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The Governance Committee will consider director candidates
recommended by stockholders. Recommendations may be sent to the
Chairman of the Governance Committee, Kirby Corporation, 55
Waugh Drive, Suite 1000, Houston, Texas 77007, accompanied
by biographical information for evaluation. The Board of the
Company has approved Criteria for the Selection of Directors
which the Governance Committee will consider in evaluating
director candidates. The criteria address compliance with SEC
and NYSE requirements relating to the composition of the Board
and its committees, as well as character, integrity, experience,
understanding of the Companys business and willingness to
commit sufficient time to the Companys business. The
criteria are available on the Companys web site at
www.kirbycorp.com in the Investor Relations section under
Corporate Governance. In addition to the criteria, the
Governance Committee and the Board will consider diversity in
business experience, professional expertise, gender and ethnic
background in evaluating potential nominees for director.
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When there is a vacancy on the Board (i.e., in cases other than
the nomination of an existing director for reelection), the
Board and the Governance Committee have considered candidates
identified by executive search firms, candidates recommended by
stockholders and candidates recommended by other directors. The
Governance Committee will continue to consider candidates from
any of those sources when future vacancies occur. The Governance
Committee does not evaluate a candidate differently based on
whether or not the candidate is recommended by a stockholder.
Attendance
at Meetings
It is the Companys policy that directors are expected to
attend Board meetings and meetings of committees on which they
serve and are expected to attend the Annual Meeting of
Stockholders of the Company. During 2008, the Board met seven
times, the Audit Committee met eight times, the Compensation
Committee met seven times and the Governance Committee met four
times. Each incumbent director attended at least 80% of the
aggregate number of meetings of the Board and committees on
which he served. All directors attended the 2008 Annual Meeting
of Stockholders of the Company.
Director
Compensation
Directors who are employees of the Company receive no additional
compensation for their services on the Board or Board
committees. Compensation of nonemployee directors is determined
by the full Board, which may consider recommendations of the
Compensation Committee. Past practice has been to review
director compensation when the Board believes that an adjustment
may be necessary in order to remain competitive with director
compensation of similar companies. Management of the Company
periodically collects published survey information on director
compensation for purposes of comparison.
Each nonemployee director receives an annual fee of $24,000, a
fee of $1,250 for each Board meeting and a fee of $3,000 for
each Committee meeting attended. A director may elect to receive
the annual fee in cash, stock options or restricted stock. The
Compensation and Governance Committee Chairmen receive an
additional $10,000 retainer per year, the Audit Committee
Chairman receives an additional $15,000 retainer per year and
the presiding director at executive sessions of the
non-management directors receives an additional $5,000 retainer
per year. Directors are reimbursed for reasonable expenses
incurred in attending meetings.
In addition to the fees provided to the directors described
above, the Company has a nonemployee director stock option plan
under which nonemployee directors are granted stock options and
restricted stock awards. The Companys 2000 Nonemployee
Director Stock Option Plan (the 2000 Director
Plan) provides for the automatic grant to nonemployee
directors of stock options for 10,000 shares of common
stock on the date of first election as a director and stock
options for 6,000 shares and 1,000 shares of
restricted stock immediately after each annual meeting of
stockholders. In addition, the 2000 Director Plan provides
for the issuance of stock options or restricted stock in lieu of
cash for all or part of the annual director fee. A director who
elects to receive options in lieu of the annual cash fee will be
granted an option for a number of shares equal to (a) the
amount of the fee for which the election is made divided by
(b) the fair market value per share of the common stock on
the date of grant multiplied by (c) 3. A director who
elects to receive restricted stock in lieu of the annual cash
fee will be issued a number of shares of restricted stock equal
to (a) the amount of the fee for which the election is made
divided by (b) the fair market value per share of the
common stock on the date of grant multiplied by (c) 1.2.
The exercise price for all options granted under the
2000 Director Plan is the fair market value per share of
the Companys common stock on the date of grant. The
options granted on first election as a director vest
immediately. The options granted and restricted stock issued
immediately after each annual meeting of stockholders vest six
months after the date of grant or issuance. Options granted and
restricted stock issued in lieu of cash director fees vest in
equal quarterly increments during the year to which they relate.
The options generally remain exercisable for ten years after the
date of grant.
In 2008, the Board established stock ownership guidelines for
officers and directors of the Company. The guidelines were
effective January 1, 2009 and nonemployee directors must be
in compliance within five years after the adoption of the
guidelines or five years after first election as a director,
whichever is later, but are expected to accumulate the required
number of shares ratably over the applicable five-year period.
Under the guidelines,
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nonemployee directors are required to own common stock of the
Company having a value equal to four times the annual cash
director fee. The Governance Committee of the Board will monitor
compliance with the guidelines and may recommend modifications
or exceptions to the Board.
The following table summarizes the cash and equity compensation
for nonemployee directors for the year ended December 31,
2008:
Director
Compensation for 2008
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Fees Earned
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Name
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or Paid in Cash
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Stock Awards(1)(2)
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Option Awards(1)(2)
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Total
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James R. Clark
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$
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32,000
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$
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55,998
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$
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357,600
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$
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445,598
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C. Sean Day
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63,750
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85,002
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134,100
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282,852
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Bob G. Gower
|
|
|
76,750
|
|
|
|
63,204
|
|
|
|
155,862
|
|
|
|
295,816
|
|
Walter E. Johnson(3)
|
|
|
12,750
|
|
|
|
|
|
|
|
|
|
|
|
12,750
|
|
William M. Lamont, Jr.
|
|
|
78,750
|
|
|
|
55,998
|
|
|
|
134,100
|
|
|
|
268,848
|
|
David L. Lemmon
|
|
|
59,750
|
|
|
|
55,998
|
|
|
|
134,100
|
|
|
|
249,848
|
|
Monte J. Miller
|
|
|
32,750
|
|
|
|
85,002
|
|
|
|
134,100
|
|
|
|
251,852
|
|
George A. Peterkin, Jr.
|
|
|
35,750
|
|
|
|
85,002
|
|
|
|
134,100
|
|
|
|
254,852
|
|
Richard R. Stewart
|
|
|
35,000
|
|
|
|
55,998
|
|
|
|
357,600
|
|
|
|
448,598
|
|
|
|
|
(1)
|
|
The amounts included in the Stock Awards and
Option Awards columns represent the compensation
cost recognized by the Company in 2008 related to restricted
stock awards and stock option grants to directors, computed in
accordance with Statement of Financial Accounting Standards
No. 123R (SFAS No. 123R). For a
discussion of valuation assumptions, see Note 7, Stock
Award Plans, in the Companys consolidated financial
statements included in the Annual Report on
Form 10-K
for the year ended December 31, 2008.
|
|
(2)
|
|
Each director was granted 1,000 shares of restricted stock
on April 22, 2008 at a value of $56.00 per share. Each
director was granted stock options for 6,000 shares on
April 22, 2008 at an exercise price of $55.49 per share.
Mr. Day, Mr. Miller and Mr. Peterkin were granted
519 shares of restricted stock on April 22, 2008 at a
value of $56.00, as they elected to receive their annual
director fee in the form of restricted stock awards.
Mr. Gower was granted stock options for 1,298 shares
on April 22, 2008 at an exercise price of $55.49 per share
as he elected to receive his annual director fee in the form of
stock options. The following table shows the aggregate number of
shares of restricted stock and stock options outstanding for
each director as of December 31, 2008, as well as the grant
date fair value of restricted stock and stock option grants made
during 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Shares
|
|
|
Aggregate
|
|
|
Grant Date
|
|
|
|
of Restricted Stock
|
|
|
Stock Options
|
|
|
Fair Value of
|
|
|
|
Outstanding
|
|
|
Outstanding
|
|
|
Restricted Stock and
|
|
|
|
as of
|
|
|
as of
|
|
|
Stock Options
|
|
Name
|
|
December 31, 2008
|
|
|
December 31, 2008
|
|
|
Awarded during 2008
|
|
|
James R. Clark
|
|
|
|
|
|
|
16,000
|
|
|
$
|
413,598
|
|
C. Sean Day
|
|
|
130
|
|
|
|
73,068
|
|
|
|
219,162
|
|
Bob G. Gower
|
|
|
|
|
|
|
19,298
|
|
|
|
219,108
|
|
Walter E. Johnson(3)
|
|
|
|
|
|
|
12,000
|
|
|
|
|
|
William M. Lamont, Jr.
|
|
|
|
|
|
|
54,000
|
|
|
|
190,098
|
|
David L. Lemmon
|
|
|
|
|
|
|
28,000
|
|
|
|
190,098
|
|
Monte J. Miller
|
|
|
130
|
|
|
|
29,988
|
|
|
|
219,162
|
|
George A. Peterkin, Jr.
|
|
|
130
|
|
|
|
61,218
|
|
|
|
219,162
|
|
Richard R. Stewart
|
|
|
|
|
|
|
16,000
|
|
|
|
413,598
|
|
|
|
|
(3)
|
|
Mr. Johnson retired from the Board on April 22, 2008.
|
TRANSACTIONS
WITH RELATED PERSONS
The Board has adopted a written policy on transactions with
related persons that provides that certain transactions
involving the Company and any of its directors, executive
officers or major stockholders or members of
8
their immediate families, including all transactions that would
be required to be disclosed as transactions with related persons
in the Companys Proxy Statement, are subject to approval
in advance by the Governance Committee, except that a member of
the Committee will not participate in the review of a
transaction in which that member has an interest. The Committee
has the discretion to approve any transaction which it
determines is in, or not inconsistent with, the best interests
of the Company and its stockholders. If for any reason a
transaction with a related person has not previously been
approved, the Committee will review the transaction within a
reasonable period of time and either ratify the transaction or
recommend other actions, including modification, rescission or
termination, taking into consideration the Companys
contractual obligations. If a transaction is ongoing or consists
of a series of similar transactions, the Committee will review
the transaction at least annually and either ratify the
continuation of the transaction or recommend other actions,
including modification, rescission or termination, taking into
consideration the Companys contractual obligations. The
policy provides certain exceptions, including compensation
approved by the Board or its Compensation Committee.
During 2008, the Company and its subsidiaries paid L3 Partners,
LLC (L3P), a company owned by C. Berdon Lawrence,
the Chairman of the Board of the Company, $260,000 for air
transportation services provided by L3P. Such services were in
the ordinary course of business of the Company and L3P. The
Company anticipates that similar services will be rendered in
2009.
The Company is a 50% member of The Hollywood Camp, L.L.C.
(The Hollywood Camp), a company that owns and
operates a hunting and fishing facility used by the Company and
L3P, which is also a 50% member. The Company uses The Hollywood
Camp primarily for customer entertainment. L3P acts as manager
of The Hollywood Camp. The Hollywood Camp allocates lease and
lodging expenses to the owners based on their usage of the
facilities. During 2008, the Company paid $2,129,000 to The
Hollywood Camp for its share of facility expenses. The Company
anticipates that similar costs will be incurred in 2009.
During 2008, the Company and its subsidiaries paid 55 Waugh, LP,
a partnership owned 60% by Mr. Lawrence and his family,
$1,432,000 for the rental of office space in a building owned by
55 Waugh, LP. The Companys headquarters are located in the
building under a lease that was signed in 2005, prior to the
purchase of the building by 55 Waugh, LP, and expires at the end
of 2015. The aggregate amount of rent due from January 1,
2008 to the end of the lease term on December 31, 2015 is
approximately $9,938,000.
Mark C. Lawrence, the son of Mr. Lawrence, was the Vice
President and General Manager of the Logistics Management
Division of Kirby Inland Marine, LP until his resignation on
February 15, 2008. In 2008, Mark Lawrence earned
direct compensation of $116,410 and received $9,992 for an
automobile allowance, group life insurance, accrued and unused
vacation pay and contributions under the Companys employee
benefit plans. In 2008, Mark Lawrence received $21,592 from the
Company for the 2007 contribution under its profit sharing plan.
He also received income in 2008 of $55,965 from the vesting of
restricted stock.
Walter E. Johnson, a director of the Company until
April 22, 2008, is a 25% limited partner in a limited
partnership that owns one barge operated by a subsidiary of the
Company, which owns the other 75% interest in the partnership.
The partnership was entered into on October 1, 1974. In
2008, Mr. Johnson received $45,000 in distributions from
the partnership. The distributions were proportionate to his
interest in the partnership and were made in the ordinary course
of business of the partnership.
Mr. Johnson is Chairman of the Board of Amegy Bank, which
has a 6% participation in the Companys revolving credit
facility. The Company had borrowings of $46,000,000 outstanding
under the revolving credit facility as of December 31,
2008, of which Amegy Banks participation was $2,760,000.
The revolving credit facility includes a $25,000,000 commitment
which may be used for standby letters of credit and, as of
December 31, 2008, outstanding letters of credit were
$1,294,000, of which Amegy Banks participation was
$78,000. Amegy Bank was paid $170,000 in interest and fees in
2008 related to its participation in the revolving credit
facility. Amegy Bank is one of eight lenders under the revolving
credit facility, which was consummated in the ordinary course of
business of the Company.
The husband of Amy D. Husted, Vice President Legal
of the Company, is a partner in the law firm of Strasburger
& Price, LLP. In 2008, the Company paid the law firm
$281,000 for legal services in connection with matters in the
ordinary course of business of the Company.
9
CORPORATE
GOVERNANCE
Business
Ethics Guidelines
The Board has adopted Business Ethics Guidelines that apply to
all directors, officers and employees of the Company. A copy of
the Business Ethics Guidelines is available on the
Companys web site at www.kirbycorp.com in the Investor
Relations section under Corporate Governance. The Company is
required to make prompt disclosure of any amendment to or waiver
of any provision of its Business Ethics Guidelines that applies
to any director or executive officer or to its chief executive
officer, chief financial officer, chief accounting officer or
controller, or persons performing similar functions. The Company
will make any such disclosure that may be necessary by posting
the disclosure on its web site at www.kirbycorp.com in the
Investor Relations section under Corporate Governance.
Corporate
Governance Guidelines
The Board has adopted Corporate Governance Guidelines. A copy of
the guidelines is available on the Companys web site at
www.kirbycorp.com in the Investor Relations section under
Corporate Governance.
Communication
with Directors
Interested parties may communicate with the full Board or any
individual directors, including the Chairmen of the Audit,
Compensation and Governance Committees, the presiding director
or the non-management or independent directors as a group, by
writing to them
c/o Kirby
Corporation, 55 Waugh Drive, Suite 1000, Houston, Texas
77007. Complaints about accounting, internal accounting controls
or auditing matters should be directed to the Chairman of the
Audit Committee at the same address. All communications will be
forwarded to the person(s) to whom they are addressed.
Web Site
Disclosures
The following documents and information are available on the
Companys web site at www.kirbycorp.com in the Investor
Relations section under Corporate Governance and are available
in print to any stockholder on request to the Vice
President Investor Relations, Kirby Corporation, 55
Waugh Drive, Suite 1000, Houston, Texas 77007:
|
|
|
|
|
Audit Committee Charter
|
|
|
|
Compensation Committee Charter
|
|
|
|
Governance Committee Charter
|
|
|
|
Criteria for the Selection of Directors
|
|
|
|
Business Ethics Guidelines
|
|
|
|
Corporate Governance Guidelines
|
|
|
|
Communication with Directors
|
10
BENEFICIAL
OWNERSHIP OF COMMON STOCK
Beneficial
Ownership of Directors and Executive Officers
The following table shows the number of shares of common stock
beneficially owned by each director, each named executive
officer listed in the Summary Compensation Table, and by the
directors and executive officers of the Company as a group as of
March 2, 2009. Under rules of the SEC, beneficial
ownership is deemed to include shares for which the
individual, directly or indirectly, has or shares voting or
investment power, whether or not they are held for the
individuals benefit. Except as otherwise indicated, the
persons named have sole voting and investment power over the
shares shown.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of Common Stock
|
|
|
|
|
|
|
Beneficially Owned on March 2, 2009
|
|
|
Percent of
|
|
|
|
|
|
|
|
|
|
Right to
|
|
|
|
|
|
Common
|
|
|
|
Direct(1)
|
|
|
Indirect
|
|
|
Acquire(2)
|
|
|
Total
|
|
|
Stock(3)
|
|
|
DIRECTORS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James R. Clark
|
|
|
1,000
|
|
|
|
|
|
|
|
16,000
|
|
|
|
17,000
|
|
|
|
|
|
C. Sean Day
|
|
|
2,500
|
|
|
|
14,883(4
|
)
|
|
|
70,068
|
|
|
|
87,451
|
|
|
|
|
|
Bob G. Gower
|
|
|
40,922
|
|
|
|
|
|
|
|
19,298
|
|
|
|
60,220
|
|
|
|
|
|
William M. Lamont, Jr.
|
|
|
32,284
|
(5)
|
|
|
|
|
|
|
54,000
|
|
|
|
86,284
|
|
|
|
|
|
C. Berdon Lawrence
|
|
|
914,429
|
|
|
|
234,227
|
(6)
|
|
|
65,454
|
|
|
|
1,214,110
|
|
|
|
2.3
|
%
|
David L. Lemmon
|
|
|
3,000
|
|
|
|
|
|
|
|
28,000
|
|
|
|
31,000
|
|
|
|
|
|
Monte J. Miller
|
|
|
4,301
|
|
|
|
|
|
|
|
29,988
|
|
|
|
34,289
|
|
|
|
|
|
George A. Peterkin, Jr.
|
|
|
211,540
|
(7)
|
|
|
59,040
|
(8)
|
|
|
61,218
|
|
|
|
331,798
|
|
|
|
|
|
Joseph H. Pyne
|
|
|
385,695
|
|
|
|
|
|
|
|
59,839
|
|
|
|
445,534
|
|
|
|
|
|
Richard R. Stewart
|
|
|
1,000
|
|
|
|
|
|
|
|
16,000
|
|
|
|
17,000
|
|
|
|
|
|
NAMED EXECUTIVES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Norman W. Nolen
|
|
|
55,027
|
|
|
|
|
|
|
|
28,903
|
|
|
|
83,930
|
|
|
|
|
|
Dorman L. Strahan
|
|
|
43,007
|
|
|
|
|
|
|
|
12,659
|
|
|
|
55,666
|
|
|
|
|
|
Steven P. Valerius
|
|
|
64,060
|
(9)
|
|
|
|
|
|
|
32,994
|
|
|
|
97,054
|
|
|
|
|
|
Directors and Executive Officers as a group (19 in number)
|
|
|
1,881,950
|
|
|
|
308,150
|
|
|
|
523,020
|
|
|
|
2,713,120
|
|
|
|
5.0
|
%
|
|
|
|
(1)
|
|
Shares owned as of March 2, 2009 and held individually or
jointly with others, or in the name of a bank, broker or nominee
for the individuals account. Also includes shares held
under the Companys 401(k) Plan.
|
|
(2)
|
|
Shares with respect to which a director or executive officer has
the right to acquire beneficial ownership within 60 days
after March 2, 2009.
|
|
(3)
|
|
No percent of class is shown for holdings of less than 1%.
|
|
(4)
|
|
Shares owned by a grantor retained annuity trust for the benefit
of Mr. Day and another family trust. Mr. Days
wife is the trustee of the grantor retained annuity trust.
|
|
(5)
|
|
Does not include 529,270 shares owned by
Mr. Lamonts wife, or 740,342 shares owned by
trusts of which Mr. Lamonts wife is the beneficiary.
Mr. Lamont disclaims beneficial ownership of all
1,269,612 shares.
|
|
(6)
|
|
Owned by a limited partnership of which entities wholly owned by
Mr. Lawrence and his wife are the general partners, and of
which Mr. Lawrences children and three trusts for his
children are the limited partners.
|
|
(7)
|
|
Does not include 8,000 shares owned by
Mr. Peterkins wife. Mr. Peterkin disclaims
beneficial ownership of those shares.
|
|
(8)
|
|
Shares owned by trusts of which Mr. Peterkin is trustee,
the beneficiaries of which are relatives of his or his
wifes. Mr. Peterkin disclaims beneficial ownership of
these shares.
|
|
(9)
|
|
Does not include 28,549 shares owned by
Mr. Valerius wife. Mr. Valerius disclaims
beneficial ownership of those shares.
|
11
Principal
Stockholders
The following table and notes set forth information as of the
dates indicated concerning persons known to the Company to be
the beneficial owner of more than 5% of the Companys
outstanding common stock, based on filings with the SEC:
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
|
Percent
|
|
Name and Address
|
|
Beneficially Owned
|
|
|
of Class(1)
|
|
|
Barclays Global Investors, NA
|
|
|
5,715,139
|
(2)
|
|
|
10.63
|
%
|
45 Fremont Street, 17th Floor
San Francisco, California 94105
|
|
|
|
|
|
|
|
|
Select Equity Group, Inc. and Select Offshore Advisors, LLC
|
|
|
4,280,980
|
(3)
|
|
|
7.96
|
%
|
380 Lafayette Street, 6th Floor
New York, New York 10003
|
|
|
|
|
|
|
|
|
PRIMECAP Management Company
|
|
|
3,268,544
|
(4)
|
|
|
6.08
|
%
|
225 South Lake Avenue, Suite 400
Pasadena, California 91101
|
|
|
|
|
|
|
|
|
Harris Associates, Inc.
|
|
|
2,786,450
|
(5)
|
|
|
5.18
|
%
|
Two North LaSalle Street, Suite 500
Chicago, Illinois 60602-3790
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Based on the Companys outstanding shares of common stock
on March 2, 2009.
|
|
(2)
|
|
Based on Schedule 13G, dated February 6, 2009, filed
by Barclays Global Investors, NA with the SEC.
|
|
(3)
|
|
Based on Schedule 13G, dated February 17, 2009, filed
by Select Offshore Advisors, LLC and Select Equity Group, Inc.
with the SEC.
|
|
(4)
|
|
Based on Schedule 13G, dated February 5, 2009, filed
by PRIMECAP Management Company with the SEC.
|
|
(5)
|
|
Based on Schedule 13G, dated February 11, 2009, filed
by Harris Associates L.P. and Harris Associates, Inc. with the
SEC.
|
Section 16(a)
Beneficial Ownership Reporting Compliance
The Companys directors and executive officers, and persons
who own beneficially more than 10% of the Companys common
stock, are required under Section 16(a) of the Securities
Exchange Act of 1934 (the Exchange Act) to file
reports of beneficial ownership and changes in beneficial
ownership of the Companys common stock with the SEC and
the NYSE. Based solely on a review of the copies of reports
furnished to the Company and written representations that no
other reports were required, the Company believes that its
executive officers and directors complied with all
Section 16(a) filing requirements during 2008, except that
a transfer of interests in a family partnership by Mr. Lawrence
to his children in 2006 was reported in January 2009 and
one report covering a restricted stock award for Gregory R.
Binion, President of Kirby Inland Marine, LP, was filed late.
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
Compensation
Committee
The Compensation Committee of the Board of Directors of the
Company has the authority and responsibility to
(1) determine the salaries for executive officers of the
Company, (2) administer the Companys annual incentive
bonus program, (3) administer all of the Companys
stock option and incentive compensation plans and grant stock
options and other awards under the plans (except those plans
under which grants are automatic) and (4) review and make
recommendations to the Board of Directors with respect to
incentive and equity-based compensation plans and any other
forms of compensation for executive officers of the Company. The
Compensation Committee is composed of four members, all of whom
are independent directors, Non-Employee
Directors and outside directors as those terms
are defined in relevant NYSE standards and federal securities
and tax regulations.
12
The Committee does not delegate any of its authority to
determine executive compensation. The Committee considers
recommendations from the Chief Executive Officer in making its
compensation decisions for executive officers other than the
Chief Executive Officer and the Chairman of the Board. The
Committee will usually, but not always, follow those
recommendations in setting compensation for other executive
officers since the Chief Executive Officer is in the best
position to evaluate the contributions of the other executive
officers to the success of the Company. The Committee considers
input from the Chairman of the Board in determining the
compensation of the Chief Executive Officer, but undertakes a
more thorough evaluation of the individual performance of the
Chief Executive Officer prior to setting his compensation than
it does for the other executive officers. The Committee also
engaged a compensation consultant in connection with its
compensation decisions for 2008.
Compensation
Consultant
For 2008, the Compensation Committee engaged Towers Perrin, a
compensation consulting firm (the Consultant), to
provide information for the Committee to consider in making
compensation decisions. The Consultant was engaged directly by
the Compensation Committee to:
|
|
|
|
|
perform a marketplace compensation analysis for senior
executives;
|
|
|
|
perform a wealth-accumulation analysis for senior executives
based on the Companys long-term incentive compensation and
retirement programs; and
|
|
|
|
update the Committee on current and anticipated trends in
executive compensation.
|
Overview
The Companys named executive officers are the
Chief Executive Officer, the Chief Financial Officer and the
three other most highly compensated executive officers for 2008,
consisting of Joseph H. Pyne, President and Chief Executive
Officer of the Company, Norman W. Nolen, Executive Vice
President and Chief Financial Officer of the Company, C. Berdon
Lawrence, Chairman of the Board of the Company, Steven P.
Valerius, Executive Vice President and Chief Administrative
Officer of the Company, and Dorman L. Strahan, President of the
Companys diesel engine services subsidiaries. Compensation
of the named executive officers is based primarily on three
elements: (1) base salary, (2) annual incentive bonus
and (3) long-term incentives, including stock options,
restricted stock and performance awards. The overall goal of the
Companys compensation program is to pay compensation
competitive with similar corporations and to tie annual
incentives and long-term incentives to corporate performance and
a return to the Companys stockholders.
The objectives of the compensation program are:
|
|
|
|
|
to attract and retain senior executives with competitive
compensation opportunities;
|
|
|
|
to achieve consistent performance over time; and
|
|
|
|
to achieve performance that results in increased profitability
and stockholder value.
|
The Companys executive compensation program is designed to
reward:
|
|
|
|
|
performance that contributes to the long-term growth and
stability of the Company and the effectiveness of management in
carrying out strategic objectives identified for the Company
(through the base salary);
|
|
|
|
the financial and operational success of the Company for the
current year (through the annual incentive plan); and
|
|
|
|
the future growth and profitability of the Company (through
long-term incentive compensation awards).
|
In determining the compensation of the named executive officers,
the Compensation Committee considered all elements of total
compensation, including salary, bonus, equity-based and other
long-term incentive compensation and projected payouts under the
Companys retirement plans. The Compensation Committee also
relied in part on the marketplace analysis prepared by the
Consultant to determine that the Committees compensation
decisions, both as to specific elements of compensation and as
to aggregate compensation, were in a reasonable range for
companies of similar size and for the positions held by the
named executive officers. The Committee also
13
considered the Consultants analysis in determining whether
the compensation awarded to each named executive officer bears a
reasonable relationship to the compensation awarded to the other
named executive officers. From that foundation, the Committee
refined the individual compensation decisions based on a number
of factors, including such factors as the prior years
compensation, the performance of the Company or its business
groups, individual performance of the named executive officer,
any increased responsibilities assigned to a particular
executive officer, the recommendations of the Chief Executive
Officer (except as to his own compensation) and considerations
of internal pay equity. However, the final decisions of the
Committee are to some extent subjective and do not result from a
formulaic application of any of those factors.
The Company also provides certain perquisites and other personal
benefits to its named executive officers. Except for accelerated
vesting of outstanding stock options, restricted stock and
performance awards upon a change in control of the Company,
there are no special compensation arrangements related to
severance or
change-in-control
events. The Company has no employment agreements with any of its
executive officers.
Elements
of Compensation
Salary
The Compensation Committee attempts to set base salaries for the
named executive officers at approximately the median for similar
companies. The Committee and management believe that the Company
is the leader in its industry and that its employees are
frequently targeted by its competitors. Therefore the Committee
attempts to set compensation at levels to keep pace with
inflation and the competitive market to avoid losing valuable
employees.
For 2008, the Compensation Committee retained the Consultant to
advise the Committee on executive compensation issues. The
Consultant selected a peer group of similar companies and
determined that, based on information available at the beginning
of 2008, the Companys salaries for its top executive
officers averaged approximately 92% of the median for the peer
group, although the base salaries of Mr. Pyne, the
Companys Chief Executive Officer, and Mr. Nolen, the
Companys Chief Financial Officer were below the
25
th
percentile.
In setting the Companys overall salary budget for 2008,
management and the Compensation Committee considered the
Companys performance in 2007 on financial, operational and
strategic levels, as well as independent survey information from
sources other than the Consultant that projected 3.7-4.0%
increases in salary budgets for 2008 for all categories of
employees at a broad range of companies, and increased the 2008
salary budget, which included both merit and promotional salary
increases, for all shore-based employees by 4.5% over 2007.
Salary increases for the named executive officers for 2008 were
in the 4-5% range, except that Mr. Pynes salary was
increased by 10.5% and Mr. Nolens salary was
increased by 20.8% over the previous year, in both cases because
the Committee concluded that their base salaries were below
competitive levels.
Annual
Incentive Compensation
With regard to the annual cash incentives for executive
officers, the Compensation Committee attempts to set bonus
targets at a level such that, with a positive performance by an
executive officer and a certain level of performance by the
Company, the total cash compensation for the executive officer
will be above the median total cash compensation for similar
corporations and positions. Based on the market analysis
provided to the Committee by the Consultant, the Committee
determined that the 2008 salaries for the executive officers
would be within or below the median range for companies of
similar size, while the target total cash compensation,
including incentive compensation, would be within or above the
median range, which is consistent with the Companys
compensation philosophy. The Compensation Committee believes
that total annual cash compensation above the median for similar
corporations and positions is appropriate since a significant
portion of each executive officers total annual cash
compensation is at risk due to both individual performance
factors and the Companys success in achieving the targeted
performance measures described in the next paragraph. The annual
incentive bonus constitutes a significant portion of direct cash
compensation (salary plus bonus) and can vary significantly from
year to year depending on the Companys achievement of
those performance measures.
The Companys annual incentive plan is based on the
achievement of three equally weighted performance measures by
each of the Companys 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
14
performance measures are EBITDA (net earnings before interest
expense, taxes on income, depreciation and amortization), return
on total capital and earnings per share. EBITDA for the year is
calculated by adding the following amounts shown in the
Companys audited financial statements: (i) net
earnings, (ii) depreciation and amortization,
(iii) interest expense and (iv) provision for taxes on
income. Return on total capital for the year is calculated by
dividing (i) earnings before taxes on income plus interest
expense by (ii) the average of stockholders equity
plus long-term debt for the year.
Performance under the annual incentive plan is measured on a
calendar year basis. At the beginning of each year, objectives
are established for each of the three performance measures for
the year, based on the budget for the year that is prepared by
management and approved by the Board of Directors. For 2008, the
target and actual performance measures for the Company were:
|
|
|
|
|
|
|
|
|
|
|
Target
|
|
|
Actual
|
|
|
EBITDA
|
|
$
|
338
|
million
|
|
$
|
360
|
million
|
Return on total capital
|
|
|
22.2
|
%
|
|
|
23.8
|
%
|
Earnings per share
|
|
$
|
2.61
|
|
|
$
|
2.91
|
|
The actual numbers include the effect of a $6 million
increase in the Companys reserve for doubtful accounts in
the fourth quarter due to the financial condition of certain
customers. However, in determining the payouts under the plan,
the Committee excluded the effect of the increase in the reserve
for doubtful accounts.
In administering the annual incentive plan, the Compensation
Committee establishes a target bonus expressed as a percentage
of base salary for each participant. The Committee also
establishes a range of possible bonuses, with no bonus earned
unless at least 80% of the target performance is achieved and a
maximum possible award of 200% of the target bonus if 120% of
the target performance is achieved. Bonuses for employees of the
Company itself (a holding company which conducts operations
through its subsidiaries) are based entirely on the performance
of the Company as a whole. Bonuses for the heads of the
Companys business groups are based 50% on the performance
of the business group and 50% on overall Company performance.
Bonuses for all other employees in a business group are based
70% on the performance of the business group and 30% on Company
performance.
For 2008, the Compensation Committee set the target bonuses for
the named executive officers at the following percentages of
base salary: Joseph H. Pyne (90%), C. Berdon Lawrence (90%),
Steven P. Valerius (70%), Norman W. Nolen (70%) and Dorman
L. Strahan (70%). The target bonuses as a percentage of base
salary were established at their current levels in 2000, based
on the recommendation of a different executive compensation
consulting firm that advised the Company on the design of the
plan. Since then, the Committee has generally been satisfied
that the annual incentive compensation awards produced by the
plan have been reasonable in amount and have correlated with the
performance of the Company and its business groups and has
therefore not changed the target percentages for the named
executive officers. Payouts under the annual incentive plan for
2008 were 153.9% of the target bonus for Messrs. Pyne,
Lawrence and Nolen (employees of the parent Company), 161.5% of
the target bonus for Mr. Valerius, the President of the
Companys principal inland marine transportation subsidiary
for part of the year and an employee of the parent Company for
part of the year, and 138.9% of the target bonus for
Mr. Strahan, the President of the Companys diesel
engine services subsidiaries.
The annual incentive plan also provides that each
participants total potential bonus under the plan may be
decreased by up to 25% based on a discretionary assessment of
individual performance for the year. The Compensation Committee
awarded the full plan bonus for 2008 to each named executive
officer after determining that the performance of each of the
officers met expectations for the year. That determination for
the Chief Executive Officer was based on the performance
evaluation of the Chief Executive Officer conducted by the Board
of Directors under the guidance of the Governance Committee and
the Companys success in achieving its financial,
operational and strategic goals for the year. The determination
for the other named executive officers was based primarily on
evaluations and recommendations made by the Chief Executive
Officer, as well as on the Boards interaction with the
other named executive officers during the previous year in
relation to matters in their areas of responsibility.
15
Long-Term
Incentive Compensation
The Compensation Committees objective for long-term
incentive compensation for executive officers is generally to
fall between the 50th and 75th percentiles in
long-term incentive compensation of similar corporations and
positions. In addition to retirement, health care and similar
benefits, the primary long-term incentives for executive
officers are stock options, restricted stock and performance
awards. The Committee views stock option and restricted stock
awards as a regular component of compensation for executive
officers, as well as for managerial level employees generally,
because the Committee believes that such awards provide an
incentive for key employees to remain with the Company. That is,
regular annual awards at approximately consistent levels are an
appropriate component of annual compensation. Bonuses under the
Companys annual incentive plan vary with the
Companys achievement of the annual performance targets.
The bonus therefore supplies the incentive of tying a meaningful
portion of total compensation to Company performance, as well as
business group and individual performance. In addition, the
ultimate value of the options and shares of restricted stock
granted depends on the Companys stock price, aligning the
interests of recipients of those awards with the interests of
the Companys stockholders.
In 2008, the Compensation Committee granted nonqualified stock
options covering 114,095 shares of common stock and
50,032 shares of restricted stock to the named executive
officers. Those numbers include options and shares granted under
the long-term incentive compensation program discussed below.
The options were granted at a price equal to the fair market
value of the Companys common stock on the date of grant,
vest in equal increments over three years and have a term of
five years. The restricted stock vests in equal increments over
five years. In deciding on the number of options and shares of
restricted stock to award to executive officers other than the
four named in the discussion of the long-term incentive
compensation program below, the Committee does generally
consider the performance of the Company, the performance of the
officer, information from an executive compensation consultant
about the level of long-term equity-based incentive compensation
awards made by similar companies, the Companys option
overhang (considering both outstanding options and shares
remaining available to be granted under the Companys
plans) and recommendations from the Chief Executive Officer.
Those factors are not weighted in any specific manner and the
resulting awards are therefore to some extent subjective.
In 2002, the Board of Directors of the Company instituted a
long-term incentive compensation program for selected senior
executives, to be administered by the Compensation Committee.
The program allows the grant of incentive stock options,
nonincentive stock options, restricted stock, performance shares
and performance units (or any combination thereof). The
objective of the program is to provide long-term incentive
compensation to the specified executives in an amount that falls
between the 50th and 75th percentiles when compared to
companies or business units of similar size. Under the program,
the elements of long-term compensation to be awarded, as well as
the executives selected to participate, are determined each year
by the Compensation Committee.
For 2008, the Compensation Committee determined that the
executives who would receive awards under the long-term
incentive compensation program would be Mr. Pyne,
Mr. Nolen, Mr. Valerius and Mr. Strahan, that the
target value of the awards would be $3,000,000 for
Mr. Pyne, $739,000 for Mr. Valerius, $660,000 for
Mr. Nolen and $305,000 for Mr. Strahan, and that 20%
of the target value of the awards would be in the form of stock
options, 40% in the form of restricted stock and 40% in the form
of performance awards. The options vest over a three-year period
and the restricted stock vests over a five-year period. The
performance awards are based on a three-year performance period
beginning January 1, 2008. The target amounts for the
performance awards established for the four executive officers
were $1,200,000 for Mr. Pyne, $295,600 for
Mr. Valerius, $264,000 for Mr. Nolen and $122,000 for
Mr. Strahan. The percentage of the target award paid at the
end of the performance period will be based on the
Companys achievement on a cumulative basis for the
three-year period of the objective levels of EBITDA, return on
total capital and earnings per share established under its
annual incentive plan, with the three factors equally weighted.
The officers will be paid the target amount if 100% of the
objective performance measures is achieved over the three-year
period. The payment can range from zero if less than 80% of the
objective performance measures is achieved to a maximum of 200%
of the target award for the achievement of 130% or more of the
objective performance measures.
The amount and form of the long-term incentive compensation
awards, including the specific mix of long-term incentive
compensation elements, were based in part on an analysis of
market data on the amounts of awards and
16
advice and recommendations on the form of awards provided by the
Consultant to the Compensation Committee. Based on information
provided by the Consultant, the target values of the awards were
above the 75th percentile when compared to long-term
incentive compensation awards made by similar companies. The
Committee decided that awards above the Committees
long-term objective were justified in 2008 because of the
Companys sustained financial and strategic performance
over a period of years.
Retirement
Plans
The Company maintains two primary retirement plans in which the
named executive officers are eligible to participate on the same
basis as broad categories of employees a Profit
Sharing Plan and a 401(k) Plan. Most of the Companys
shore-based employees are eligible to participate in the Profit
Sharing Plan. The aggregate contributions made to the plan by
the Company are allocated among the participants according to
base salary. All employees of the Company are eligible to
participate in the 401(k) Plan, under which the Company will
match employee contributions in an amount up to 3% of an
employees base salary.
The Company maintains an unfunded, nonqualified Deferred
Compensation Plan for Key Employees, which is designed primarily
to provide additional benefits to eligible employees to restore
benefits to which they would be entitled under the
Companys Profit Sharing Plan and 401(k) Plan were it not
for certain limits imposed by the Internal Revenue Code. The
plan is designed to restore benefits for employees being
compensated in excess of certain limits ($230,000 per annum for
2008). In 2008, the Committee approved contributions for each
participant at the maximum amounts allowed by the Plan.
Perquisites
and Personal Benefits
The only perquisites or other personal benefits that the Company
provides to the named executive officers are an automobile
allowance that is given to approximately 60 executive and
management employees, payment of the cost of club memberships
that are used for both business and personal purposes and the
payment of a portion of the cost of financial planning services
provided to four of the named executive officers during 2008.
The Compensation Committee believes the personal benefits are
reasonable in amount and help the Company attract and retain key
employees.
Chief
Executive Officer
The Compensation Committee set the 2008 base salary for Joseph
H. Pyne, the Companys Chief Executive Officer, at
$680,000, representing a 10.5% increase over 2007. The Chief
Executive Officers base salary was generally based on the
same factors and criteria outlined above, which include
compensation paid to chief executives of similar corporations,
individual as well as corporate performance and a general
correlation with the compensation of other executive officers of
the Company. In setting the compensation of the Chief Executive
Officer, the Committee also considers the Companys success
in achieving the financial, operational and strategic corporate
goals established for each year, as well as the annual
evaluation of the Chief Executive Officers performance
conducted by the Board of Directors under the guidance of its
Governance Committee. However, neither the achievement of
corporate goals, the performance evaluation nor any other
particular aspect of Company or individual performance is given
any specific weighting or tied by any type of formula to
decisions on the Chief Executive Officers base salary or
long-term incentive compensation awards. Finally, the
marketplace compensation analysis by the Consultant to the
Committee indicated that Mr. Pynes base salary was
below the 25th percentile for comparable positions in the
peer group of similar companies selected by the Consultant and
the salary increase for 2008 was intended to bring him closer to
the median. The $2,563,466 in non-equity incentive plan
compensation shown for Mr. Pyne in the Summary Compensation
Table consisted of (1) $941,868 determined under the annual
incentive plan described above and (2) a $1,621,598 payment
earned by Mr. Pyne for the
2006-2008
performance period under a performance award granted as part of
the Companys long-term incentive compensation program that
was based on the formula for the performance award that was
established by the Compensation Committee when the award was
made at the beginning of 2006, with the one variation relating
to the $6 million increase in the Companys reserve
for doubtful accounts discussed under Annual Incentive
Compensation above.
17
Tax
Considerations
Section 162(m) of the Internal Revenue Code generally
disallows a tax deduction to public companies for compensation
over $1 million paid to the Chief Executive Officer and the
three other most highly compensated executive officers. Certain
performance-based compensation, however, is specifically exempt
from the deduction limit. The Committee does take steps to
qualify compensation for deductibility to the extent practical,
but may award compensation that is not deductible when such an
award would be in the Companys best interests.
Timing
of Compensation Decisions
The Compensation Committee generally makes executive
compensation decisions in January of each year. Options have
always been granted at an exercise price equal to the fair
market value of the Companys stock on the date of grant.
Options granted at the regular January meeting of the Committee,
which takes place several days before the Companys public
release of earnings information for the previous year, are
granted at an exercise price equal to the fair market value of
the Companys stock on a specified date after the earnings
release, in which case the later date is considered the date of
grant.
Benchmarking
Where the Compensation Committee has used benchmarking against
similar companies in determining particular elements of
executive compensation, that information has been provided by
the Consultant. Marketplace analysis developed by the Consultant
has been based on a broad group of 145 general industry
companies with annual revenues similar to those of the Company
or, where applicable, a particular segment of the Companys
business. The companies represent a wide range of industries
because of the difficulty in establishing a peer group of
companies for the Company. There are few publicly traded
transportation companies of similar size to the Company and none
with a similar service mix. In addition, a number of marine
transportation companies are limited partnerships or
subsidiaries of larger corporations, making comparisons
difficult and resulting in the need to consider an expanded
universe of companies for comparisons.
18
The peer group used by the Consultant for the information
provided to the Committee in connection with its compensation
decisions for 2008 included the following companies, each of
which had annual revenues of $3 billion or less at the time
the Consultant selected the peer group:
|
|
|
|
|
|
|
A.O. Smith
|
|
Cooper Tire & Rubber
|
|
IDEX
|
|
Powerwave Technologies
|
A.T. Cross
|
|
Crown Castle
|
|
Insituform Technologies
|
|
Proquest
|
Advanced Medical Optics
|
|
Covance
|
|
InterContinental Hotels Group*
|
|
Purdue Pharma
|
Aerojet*
|
|
Cubic
|
|
International Flavors & Fragrances
|
|
Quintiles
|
Alexander & Baldwin
|
|
Dade Behring
|
|
International Game Technology
|
|
Respironics
|
Allergan
|
|
Dentsply
|
|
Invitrogen
|
|
Rich Products
|
American Greetings
|
|
Discovery Communications
|
|
Iron Mountain
|
|
RISO*
|
Amplifon USA*
|
|
Dollar Thrifty Automotive Group
|
|
Irving Oil*
|
|
Scotts Miracle-Gro
|
Angiotech Phamaceuticals
|
|
Donaldson
|
|
J.M. Smucker
|
|
SENCORP
|
Ann Taylor Stores
|
|
Dow Jones
|
|
J.R. Simplot
|
|
Sensata Technologies
|
APAC Customer Service
|
|
Dynea USA*
|
|
Jack in the Box
|
|
Sirius Satellite Radio
|
Applera
|
|
EDO
|
|
Kaman Industrial Technologies*
|
|
Sports Authority
|
Appleton Papers
|
|
eFunds
|
|
Kennametal
|
|
St. Joe Company
|
Arctic Cat
|
|
Equifax
|
|
King Pharmaceuticals
|
|
Steelcase
|
Armstrong World Industries
|
|
Essilor of America*
|
|
Level 3 Communications
|
|
Tektronix
|
Arysta LifeScience North America*
|
|
Experian Americas*
|
|
Louisiana-Pacific
|
|
TeleTech Holdings
|
Bar Laboratories
|
|
FANUC Robotica Americal*
|
|
Magellan Midstream Partners
|
|
Terra Industries
|
Beckman Coulter
|
|
Fleetwood Enterprises
|
|
Makino*
|
|
Thomas & Betts
|
BIC
|
|
Forest Laboratories
|
|
Martin Marietta Materials
|
|
Tiffany
|
Bob Evans Farms
|
|
G&K Services
|
|
Mary Kay
|
|
Toro
|
Bracco Diagnostics*
|
|
GATX
|
|
MDS Pharma Services*
|
|
Trinity Industries
|
Brady
|
|
Genzyme
|
|
Media General
|
|
Tupperware
|
Burger King
|
|
Getty Images
|
|
Medimmune
|
|
UCB*
|
Callaway Golf
|
|
Gilead Sciences
|
|
Milacron
|
|
Valmont Industries
|
Carestream Health
|
|
Global Crossing
|
|
Millennium Pharmaceuticals
|
|
Viad
|
Carpenter Technology
|
|
GTECH
|
|
Millipore
|
|
Vistar
|
Celgene
|
|
H Enterprises International
|
|
MSC Industrial Direct
|
|
Vulcan Materials
|
Cephalon
|
|
H.B. Fuller
|
|
National Semiconductor
|
|
W.R. Grace
|
Ceridian
|
|
Harman International Industries
|
|
New York Times
|
|
Watson Pharmaceuticals
|
Chesapeake
|
|
Harsco
|
|
Norcal Waste Systems
|
|
Wayne Farms*
|
Cincinnati Bell
|
|
Hasbro
|
|
Omnova Solutions
|
|
Wendys International
|
Clarke American Checks*
|
|
Hayes-Lemmerz
|
|
Parsons
|
|
Westinghouse Savannah River*
|
COACH
|
|
Hercules
|
|
PerkinElmer
|
|
Winnebago Industries
|
Combe
|
|
High Liner Foods USA*
|
|
Pharmion
|
|
|
Comfort Systems USA
|
|
HNI
|
|
Plexus
|
|
|
Connell
|
|
HNTB
|
|
Plum Creek Timber
|
|
|
Constar International
|
|
Hospira
|
|
PolyOne
|
|
|
Stock
Ownership Guidelines
In 2008, the Board of Directors of the Company established stock
ownership guidelines for executive officers and directors of the
Company and its subsidiaries. The guidelines were effective
January 1, 2009 and executive officers must be in
compliance within five years after the adoption of the
guidelines or five years after becoming an executive officer,
whichever is later, but are expected to accumulate the required
number of shares ratably over the applicable five-year period.
Under the guidelines, the Chief Executive Officer is required to
own common stock of
19
the Company having a value equal to four times his base salary.
For the other named executive officers, the requirement is three
times base salary. The Governance Committee of the Board of
Directors will monitor compliance with the guidelines and may
recommend modifications or exceptions to the Board of Directors.
Compensation
Committee Report
The Compensation Committee of the Board of Directors of the
Company has reviewed and discussed with management the
Compensation Discussion and Analysis in this Proxy Statement.
Based on that review and discussion, the Compensation Committee
recommended to the Board of Directors that the Compensation
Discussion and Analysis be included in this Proxy Statement.
COMPENSATION COMMITTEE
William M. Lamont, Jr.,
Chairman
C. Sean Day
Bob G. Gower
Monte J. Miller
Compensation
Committee Interlocks and Insider Participation
The members of the Compensation Committee are, and during 2008
were, Mr. Lamont, Mr. Day, Mr. Gower and
Mr. Miller. None of such persons is or has been an officer
or employee of the Company or any of its subsidiaries. In 2008,
no executive officer of the Company served on the board of
directors or compensation committee of another entity, any of
whose executive officers served on the Board or Compensation
Committee of the Company.
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Qualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
Compensation
|
|
|
All Other
|
|
|
|
|
Name and Principal Position
|
|
|
|
|
Salary
|
|
|
Awards(1)
|
|
|
Awards(1)
|
|
|
Compensation(2)
|
|
|
Earnings(3)
|
|
|
Compensation(4)
|
|
|
Total
|
|
|
Joseph H. Pyne
|
|
|
2008
|
|
|
$
|
680,000
|
|
|
$
|
1,042,853
|
|
|
$
|
621,576
|
|
|
$
|
2,563,466
|
|
|
$
|
33,293
|
|
|
$
|
37,668
|
|
|
$
|
4,978,856
|
|
President, Director and
|
|
|
2007
|
|
|
|
615,600
|
|
|
|
894,208
|
|
|
|
557,407
|
|
|
|
2,169,513
|
|
|
|
11,082
|
|
|
|
36,919
|
|
|
|
4,284,729
|
|
Chief Executive Officer
|
|
|
2006
|
|
|
|
590,600
|
|
|
|
707,569
|
|
|
|
436,334
|
|
|
|
1,418,007
|
|
|
|
15,391
|
|
|
|
136,655
|
|
|
|
3,304,556
|
|
Norman W. Nolen
|
|
|
2008
|
|
|
|
350,000
|
|
|
|
239,673
|
|
|
|
139,785
|
|
|
|
701,711
|
|
|
|
|
|
|
|
28,597
|
|
|
|
1,459,766
|
|
Executive Vice President
|
|
|
2007
|
|
|
|
289,700
|
|
|
|
216,468
|
|
|
|
129,906
|
|
|
|
640,375
|
|
|
|
|
|
|
|
25,689
|
|
|
|
1,302,138
|
|
and Chief Financial Officer
|
|
|
2006
|
|
|
|
278,500
|
|
|
|
180,645
|
|
|
|
110,995
|
|
|
|
482,404
|
|
|
|
|
|
|
|
80,535
|
|
|
|
1,133,079
|
|
C. Berdon Lawrence
|
|
|
2008
|
|
|
|
495,000
|
|
|
|
379,813
|
|
|
|
516,465
|
|
|
|
685,625
|
|
|
|
75,252
|
|
|
|
31,060
|
|
|
|
2,183,215
|
|
Chairman of the Board
|
|
|
2007
|
|
|
|
471,900
|
|
|
|
274,048
|
|
|
|
476,481
|
|
|
|
651,080
|
|
|
|
36,036
|
|
|
|
29,837
|
|
|
|
1,939,382
|
|
|
|
|
2006
|
|
|
|
451,900
|
|
|
|
170,450
|
|
|
|
483,553
|
|
|
|
588,103
|
|
|
|
30,540
|
|
|
|
100,895
|
|
|
|
1,825,441
|
|
Steven P. Valerius
|
|
|
2008
|
|
|
|
361,600
|
|
|
|
266,072
|
|
|
|
159,023
|
|
|
|
798,168
|
|
|
|
21,780
|
|
|
|
26,474
|
|
|
|
1,633,117
|
|
Executive Vice
|
|
|
2007
|
|
|
|
347,700
|
|
|
|
238,552
|
|
|
|
148,510
|
|
|
|
768,067
|
|
|
|
|
|
|
|
34,089
|
|
|
|
1,536,918
|
|
President and Chief Administrative Officer
|
|
|
2006
|
|
|
|
334,300
|
|
|
|
198,059
|
|
|
|
124,673
|
|
|
|
584,333
|
|
|
|
4,645
|
|
|
|
72,869
|
|
|
|
1,318,879
|
|
Dorman L. Strahan
|
|
|
2008
|
|
|
|
248,800
|
|
|
|
85,777
|
|
|
|
46,061
|
|
|
|
324,775
|
|
|
|
|
|
|
|
25,874
|
|
|
|
731,287
|
|
President of Kirby
|
|
|
2007
|
|
|
|
239,200
|
|
|
|
69,489
|
|
|
|
35,263
|
|
|
|
348,727
|
|
|
|
|
|
|
|
33,260
|
|
|
|
725,939
|
|
Engine Systems, Inc.
|
|
|
2006
|
|
|
|
211,275
|
|
|
|
48,667
|
|
|
|
29,115
|
|
|
|
293,726
|
|
|
|
|
|
|
|
57,626
|
|
|
|
640,409
|
|
|
|
|
(1)
|
|
The amounts included in the Stock Awards and
Option Awards columns represent the compensation
cost recognized by the Company related to restricted stock
awards and option grants to the named executive officers,
computed in accordance with SFAS No. 123R. For a
discussion of valuation assumptions, see Note 7, Stock
Award Plans, in the Companys consolidated financial
statements included in the Annual Report on
Form 10-K
for the year ended December 31, 2008. The actual number of
stock awards and options granted in 2008 is shown in the
Grants of Plan Based Awards During 2008 table.
|
20
|
|
|
(2)
|
|
Amounts include payments under the Companys annual
incentive plan and payments pursuant to three-year performance
awards. Both the annual incentive plan and the performance
awards are described in more detail in the Compensation
Discussion and Analysis above.
|
|
(3)
|
|
The amounts for Mr. Pyne reflect the aggregate change
during 2008, 2007 and 2006 in the present value of his
accumulated benefit under a Deferred Compensation Agreement with
Kirby Inland Marine, LP. The amounts for Mr. Lawrence
reflect the change in the present value of his accumulated
benefits during 2008, 2007 and 2006 under the Kirby Pension
Plan. The amounts for Mr. Valerius in 2006 and 2008 reflect
the change in present value of accumulated benefits during 2006
and 2008 from the Kirby Pension Plan and an unfunded defined
benefit executive retirement plan (SERP) that was
assumed in the Companys acquisition of Hollywood in 1999.
Mr. Valerius December 31, 2007 pension value
dropped by $3,899 when compared with his December 31, 2006
pension value primarily due to an increase in the discount rate
assumption from 5.7% to 6.1%. The change in pension value of
$3,899 represents a drop in the Kirby Pension Plan benefit of
$1,402 and a drop in the SERP benefit of $2,497. Since
Mr. Lawrence is past the actuarial normal retirement date,
an actuarial increase from the normal retirement age of 65 to
his current age has been reflected in a annuity payable increase
from $6,436 per month to $7,345 per month as of
December 31, 2008. Since Mr. Lawrences and
Mr. Valerius benefits in both plans were frozen as of
December 31, 1999, the changes in present value are due
only to changes in assumptions and the passage of time.
|
|
(4)
|
|
Amounts for 2008 and 2007 include an automobile allowance, club
memberships, group life insurance and personal financial
planning services for Mr. Pyne, Mr. Nolen,
Mr. Valerius and Mr. Strahan, and an automobile
allowance, group life insurance and club memberships for
Mr. Lawrence. Amounts for 2006 include an automobile
allowance, club memberships, group life insurance and personal
financial planning services for Mr. Pyne and
Mr. Nolen, and an automobile allowance, group life
insurance and club memberships for Mr. Lawrence,
Mr. Valerius and Mr. Strahan. The Companys
contributions under the Companys Profit Sharing Plan and
Deferred Compensation Plan for Key Employees for 2008, which
would otherwise be included in this column, have not been
determined as of the date of this Proxy Statement. For 2007, the
Companys contributions under the Profit Sharing Plan were
as follows: $16,107 to Mr. Pyne, $21,107 to Mr. Nolen,
$22,450 to Mr. Lawrence, $16,107 to Mr. Valerius and
$17,877 to Mr. Strahan. Also, cash distributions were made
in 2008 for excess benefit contributions in 2007 under the
Profit Sharing Plan as follows: $16,608 to Mr. Pyne,
$11,608 to Mr. Nolen, $10,265 to Mr. Lawrence, $16,608
to Mr. Valerius and $22,512 to Mr. Strahan. For 2007,
the Companys contributions under the Deferred Compensation
Plan for Key Employees were as follows: $68,511 to
Mr. Pyne, $11,348 to Mr. Nolen, $43,306 to
Mr. Lawrence, $21,522 to Mr. Valerius and $2,975 to
Mr. Strahan.
|
Grants of
Plan Based Awards During 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Exercise
|
|
|
Grant Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Awards:
|
|
|
or Base
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts
|
|
|
Number of
|
|
|
Number of
|
|
|
Price of
|
|
|
of Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
Under Non-Equity Incentive
|
|
|
Shares of
|
|
|
Securities
|
|
|
Option
|
|
|
and
|
|
|
|
|
|
|
|
|
|
Grant
|
|
|
Plan Awards(1)
|
|
|
Stock or
|
|
|
Underlying
|
|
|
Awards
|
|
|
Option
|
|
|
|
|
|
|
|
Name
|
|
Date
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Units(2)
|
|
|
Options(3)
|
|
|
($/sh)
|
|
|
Awards(4)
|
|
|
|
|
|
|
|
|
Joseph H. Pyne
|
|
|
02/08/08
|
|
|
$
|
240,000
|
|
|
$
|
1,200,000
|
|
|
$
|
2,400,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/08/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
$
|
1,222,380
|
|
|
|
|
|
|
|
|
|
|
|
|
02/08/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,022
|
|
|
$
|
48.00
|
|
|
|
580,722
|
|
|
|
|
|
|
|
|
|
Norman W. Nolen
|
|
|
02/08/08
|
|
|
|
52,800
|
|
|
|
264,000
|
|
|
|
528,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/08/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,500
|
|
|
|
|
|
|
|
|
|
|
|
268,920
|
|
|
|
|
|
|
|
|
|
|
|
|
02/08/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,345
|
|
|
|
48.00
|
|
|
|
127,761
|
|
|
|
|
|
|
|
|
|
C. Berdon Lawrence
|
|
|
02/08/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,832
|
|
|
|
|
|
|
|
|
|
|
|
529,620
|
|
|
|
|
|
|
|
|
|
|
|
|
02/08/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,364
|
|
|
|
48.00
|
|
|
|
498,495
|
|
|
|
|
|
|
|
|
|
Dorman L. Strahan
|
|
|
02/08/08
|
|
|
|
24,400
|
|
|
|
122,000
|
|
|
|
244,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/08/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,542
|
|
|
|
|
|
|
|
|
|
|
|
124,320
|
|
|
|
|
|
|
|
|
|
|
|
|
02/08/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,781
|
|
|
|
48.00
|
|
|
|
59,045
|
|
|
|
|
|
|
|
|
|
Steven P. Valerius
|
|
|
02/08/08
|
|
|
|
59,120
|
|
|
|
295,600
|
|
|
|
591,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/08/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,158
|
|
|
|
|
|
|
|
|
|
|
|
301,080
|
|
|
|
|
|
|
|
|
|
|
|
|
02/08/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,583
|
|
|
|
48.00
|
|
|
|
143,050
|
|
|
|
|
|
|
|
|
|
21
|
|
|
(1)
|
|
Amounts shown represent long-term performance awards made to
four of the five named executive officers in 2008 for the
2008-2010
performance period under the Companys long-term incentive
compensation program. The performance awards are based on a
three-year performance period beginning January 1, 2008.
The percentage of the target award paid at the end of the
performance period will be based on the achievement by the
Company (in the case of Mr. Pyne and Mr. Nolen) or by
the Company and its business groups (in the case of
Mr. Valerius and Mr. Strahan) on a cumulative basis
for the three-year performance period of the objective levels of
EBITDA, return on total capital and earnings per share
established under the Companys annual incentive plan. The
threshold amount is payable if 80% of the performance target is
achieved and the maximum amount is payable if 130% or more of
the performance target is achieved; if less than 80% is
achieved, there is no payment. For 2008, the first year of the
performance period, the Company and its business groups achieved
approximately
108-115%
of
the target performance measures (depending on the weighting for
the different participants), but any payout to the participating
executive officers cannot be determined until the remaining two
years of the performance period are completed.
|
|
(2)
|
|
Represents the number of shares awarded in 2008 for restricted
stock awards under the Companys 2005 Stock and Incentive
Plan. The restricted stock awards vest 20% on January 24th
of each year following the original award date.
|
|
(3)
|
|
Represents the number of stock options awarded in 2008 under the
Companys 2005 Stock and Incentive Plan. These options
become one-third exercisable after one year, two-thirds
exercisable after two years, and are fully exercisable after
three years from the date of grant. The exercise price for the
options may be paid with shares of common stock owned for at
least six months. No stock appreciation rights were granted with
the stock options.
|
|
(4)
|
|
The grant date fair values are calculated based on the
provisions of SFAS 123R. Restricted shares are valued at
the average of the high and low prices of the Companys
common stock on the date of grant, resulting in a fair value of
$48.895 per share on February 8, 2008. The Black-Scholes
option pricing model is used to determine the fair value of
stock options, resulting in a value of $12.35 per share on
February 8, 2008.
|
Outstanding
Equity Awards at December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Market Value of
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Shares or Units
|
|
|
Shares or Units
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
of Stock That
|
|
|
of Stock That
|
|
|
|
Options
|
|
|
Options
|
|
|
Exercise
|
|
|
Expiration
|
|
|
Have Not
|
|
|
Have Not
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable(1)
|
|
|
Price
|
|
|
Date
|
|
|
Vested(2)
|
|
|
Vested(3)
|
|
|
Joseph H. Pyne
|
|
|
|
|
|
|
24,536
|
|
|
$
|
27.60
|
|
|
|
02/15/11
|
|
|
|
101,988
|
|
|
$
|
2,790,392
|
|
|
|
|
|
|
|
|
39,258
|
|
|
$
|
35.66
|
|
|
|
01/26/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,022
|
|
|
$
|
48.00
|
|
|
|
02/08/13
|
|
|
|
|
|
|
|
|
|
Norman W. Nolen
|
|
|
5,534
|
|
|
|
|
|
|
$
|
22.05
|
|
|
|
03/02/10
|
|
|
|
23,134
|
|
|
$
|
632,946
|
|
|
|
|
5,534
|
|
|
|
5,534
|
|
|
$
|
27.60
|
|
|
|
02/15/11
|
|
|
|
|
|
|
|
|
|
|
|
|
4,426
|
|
|
|
8,854
|
|
|
$
|
35.66
|
|
|
|
01/26/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,345
|
|
|
$
|
48.00
|
|
|
|
02/08/13
|
|
|
|
|
|
|
|
|
|
C. Berdon Lawrence
|
|
|
|
|
|
|
20,000
|
|
|
$
|
27.60
|
|
|
|
02/15/11
|
|
|
|
40,352
|
|
|
$
|
1,104,031
|
|
|
|
|
16,000
|
|
|
|
32,000
|
|
|
$
|
35.66
|
|
|
|
01/26/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,364
|
|
|
$
|
48.00
|
|
|
|
02/08/13
|
|
|
|
|
|
|
|
|
|
Dorman L. Strahan
|
|
|
4,200
|
|
|
|
|
|
|
$
|
22.05
|
|
|
|
03/02/10
|
|
|
|
8,492
|
|
|
$
|
232,341
|
|
|
|
|
2,800
|
|
|
|
1,400
|
|
|
$
|
27.60
|
|
|
|
02/15/11
|
|
|
|
|
|
|
|
|
|
|
|
|
1,333
|
|
|
|
2,667
|
|
|
$
|
36.94
|
|
|
|
02/15/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,781
|
|
|
$
|
48.00
|
|
|
|
02/08/13
|
|
|
|
|
|
|
|
|
|
Steven P. Valerius
|
|
|
12,666
|
|
|
|
6,334
|
|
|
$
|
27.60
|
|
|
|
02/15/11
|
|
|
|
25,760
|
|
|
$
|
704,794
|
|
|
|
|
5,066
|
|
|
|
10,134
|
|
|
$
|
35.66
|
|
|
|
01/26/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,583
|
|
|
$
|
48.00
|
|
|
|
02/08/13
|
|
|
|
|
|
|
|
|
|
22
|
|
|
(1)
|
|
The unexercisable options held by the named executive officers
are exercisable or become exercisable, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting Dates
|
|
Name
|
|
01/26/09
|
|
|
02/08/09
|
|
|
02/15/09
|
|
|
01/26/10
|
|
|
02/08/10
|
|
|
02/15/10
|
|
|
02/08/11
|
|
|
Total
|
|
|
Joseph H. Pyne
|
|
|
15,674
|
|
|
|
24,536
|
|
|
|
19,629
|
|
|
|
19,629
|
|
|
|
15,674
|
|
|
|
|
|
|
|
15,674
|
|
|
|
110,816
|
|
Norman W. Nolen
|
|
|
4,427
|
|
|
|
3,448
|
|
|
|
5,534
|
|
|
|
4,427
|
|
|
|
3,448
|
|
|
|
|
|
|
|
3,449
|
|
|
|
24,733
|
|
C. Berdon Lawrence
|
|
|
16,000
|
|
|
|
13,454
|
|
|
|
20,000
|
|
|
|
16,000
|
|
|
|
13,455
|
|
|
|
|
|
|
|
13,455
|
|
|
|
92,364
|
|
Dorman L. Strahan
|
|
|
|
|
|
|
1,593
|
|
|
|
2,733
|
|
|
|
|
|
|
|
1,594
|
|
|
|
1,334
|
|
|
|
1,594
|
|
|
|
8,848
|
|
Steven P. Valerius
|
|
|
5,067
|
|
|
|
3,861
|
|
|
|
6,334
|
|
|
|
5,067
|
|
|
|
3,861
|
|
|
|
|
|
|
|
3,861
|
|
|
|
28,051
|
|
|
|
|
(2)
|
|
The vesting dates of the restricted stock awards for the named
executive officers are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting
|
|
Award Dates
|
|
Name
|
|
Dates
|
|
01/26/04
|
|
|
03/02/05
|
|
|
02/15/06
|
|
|
1/22/07
|
|
|
02/15/07
|
|
|
02/08/08
|
|
|
Total
|
|
|
Joseph H. Pyne
|
|
01/26/09
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
6,579
|
|
|
|
|
|
|
|
5,000
|
|
|
|
21,579
|
|
|
|
02/17/09
|
|
|
|
|
|
|
|
|
|
|
8,224
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,224
|
|
|
|
03/02/09
|
|
|
|
|
|
|
8,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,000
|
|
|
|
01/24/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,579
|
|
|
|
|
|
|
|
5,000
|
|
|
|
11,579
|
|
|
|
02/15/10
|
|
|
|
|
|
|
|
|
|
|
8,224
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,224
|
|
|
|
03/02/10
|
|
|
|
|
|
|
8,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,000
|
|
|
|
01/24/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,579
|
|
|
|
|
|
|
|
5,000
|
|
|
|
11,579
|
|
|
|
02/15/11
|
|
|
|
|
|
|
|
|
|
|
8,224
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,224
|
|
|
|
01/24/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,579
|
|
|
|
|
|
|
|
5,000
|
|
|
|
11,579
|
|
|
|
01/24/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101,988
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Norman W. Nolen
|
|
01/26/09
|
|
|
2,474
|
|
|
|
|
|
|
|
|
|
|
|
1,440
|
|
|
|
|
|
|
|
1,100
|
|
|
|
5,014
|
|
|
|
02/17/09
|
|
|
|
|
|
|
|
|
|
|
1,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,800
|
|
|
|
03/02/09
|
|
|
|
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000
|
|
|
|
01/24/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,440
|
|
|
|
|
|
|
|
1,100
|
|
|
|
2,540
|
|
|
|
02/15/10
|
|
|
|
|
|
|
|
|
|
|
1,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,800
|
|
|
|
03/02/10
|
|
|
|
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000
|
|
|
|
01/24/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,440
|
|
|
|
|
|
|
|
1,100
|
|
|
|
2,540
|
|
|
|
02/15/11
|
|
|
|
|
|
|
|
|
|
|
1,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,800
|
|
|
|
01/24/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,440
|
|
|
|
|
|
|
|
1,100
|
|
|
|
2,540
|
|
|
|
01/24/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,100
|
|
|
|
1,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,134
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. Berdon Lawrence
|
|
01/26/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,880
|
|
|
|
|
|
|
|
2,166
|
|
|
|
5,046
|
|
|
|
02/17/09
|
|
|
|
|
|
|
|
|
|
|
3,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,600
|
|
|
|
03/02/09
|
|
|
|
|
|
|
3,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,600
|
|
|
|
01/24/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,880
|
|
|
|
|
|
|
|
2,166
|
|
|
|
5,046
|
|
|
|
02/15/10
|
|
|
|
|
|
|
|
|
|
|
3,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,600
|
|
|
|
03/02/10
|
|
|
|
|
|
|
3,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,600
|
|
|
|
01/24/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,880
|
|
|
|
|
|
|
|
2,166
|
|
|
|
5,046
|
|
|
|
02/15/11
|
|
|
|
|
|
|
|
|
|
|
3,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,600
|
|
|
|
01/24/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,880
|
|
|
|
|
|
|
|
2,167
|
|
|
|
5,047
|
|
|
|
01/24/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,167
|
|
|
|
2,167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,352
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dorman L. Strahan
|
|
01/26/09
|
|
|
710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
720
|
|
|
|
508
|
|
|
|
1,938
|
|
|
|
02/17/09
|
|
|
|
|
|
|
|
|
|
|
440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
440
|
|
|
|
03/02/09
|
|
|
|
|
|
|
520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
520
|
|
|
|
01/24/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
720
|
|
|
|
508
|
|
|
|
1,228
|
|
|
|
02/15/10
|
|
|
|
|
|
|
|
|
|
|
440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
440
|
|
|
|
03/02/10
|
|
|
|
|
|
|
520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
520
|
|
|
|
01/24/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
720
|
|
|
|
508
|
|
|
|
1,228
|
|
|
|
02/15/11
|
|
|
|
|
|
|
|
|
|
|
440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
440
|
|
|
|
01/24/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
720
|
|
|
|
509
|
|
|
|
1,229
|
|
|
|
01/24/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
509
|
|
|
|
509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,492
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting
|
|
Award Dates
|
|
Name
|
|
Dates
|
|
01/26/04
|
|
|
03/02/05
|
|
|
02/15/06
|
|
|
1/22/07
|
|
|
02/15/07
|
|
|
02/08/08
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven P. Valerius
|
|
01/26/09
|
|
|
2,642
|
|
|
|
|
|
|
|
|
|
|
|
1,600
|
|
|
|
|
|
|
|
1,231
|
|
|
|
5,473
|
|
|
|
02/17/09
|
|
|
|
|
|
|
|
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000
|
|
|
|
03/02/09
|
|
|
|
|
|
|
2,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,280
|
|
|
|
01/24/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,600
|
|
|
|
|
|
|
|
1,231
|
|
|
|
2,831
|
|
|
|
02/15/10
|
|
|
|
|
|
|
|
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000
|
|
|
|
03/02/10
|
|
|
|
|
|
|
2,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,280
|
|
|
|
01/24/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,600
|
|
|
|
|
|
|
|
1,232
|
|
|
|
2,832
|
|
|
|
02/15/11
|
|
|
|
|
|
|
|
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000
|
|
|
|
01/24/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,600
|
|
|
|
|
|
|
|
1,232
|
|
|
|
2,832
|
|
|
|
01/24/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,232
|
|
|
|
1,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3)
|
|
The market value of the shares of restricted stock that had not
vested as of December 31, 2008 is calculated using the
closing price of the Companys common stock on
December 31, 2008, which was $27.36 per share.
|
Option
Exercises and Stock Vested During 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of Shares
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
|
Acquired on
|
|
|
Value Realized
|
|
|
Acquired on
|
|
|
Value Realized
|
|
Name
|
|
Exercise
|
|
|
on Exercise(1)
|
|
|
Vesting
|
|
|
on Vesting(2)
|
|
|
Joseph H. Pyne
|
|
|
187,364
|
|
|
$
|
6,144,690
|
|
|
|
40,548
|
|
|
$
|
1,797,007
|
|
Norman W. Nolen
|
|
|
|
|
|
|
|
|
|
|
10,190
|
|
|
|
449,894
|
|
C. Berdon Lawrence
|
|
|
210,000
|
|
|
|
3,234,848
|
|
|
|
10,080
|
|
|
|
461,880
|
|
Dorman L. Strahan
|
|
|
4,764
|
|
|
|
184,450
|
|
|
|
3,100
|
|
|
|
135,901
|
|
Steven P. Valerius
|
|
|
36,758
|
|
|
|
1,237,077
|
|
|
|
11,166
|
|
|
|
493,454
|
|
|
|
|
(1)
|
|
Based on the average of the high and low prices of the
Companys common stock on the date of exercise.
|
|
(2)
|
|
Based on the average of the high and low prices of the
Companys common stock on the date of vesting.
|
Pension
Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years of
|
|
|
Present Value of
|
|
|
|
|
|
Credited
|
|
|
Accumulated
|
|
Name
|
|
Plan Name
|
|
Service
|
|
|
Benefit
|
|
|
Joseph H. Pyne
|
|
Kirby Inland Marine LP
|
|
|
|
|
|
$
|
447,575
|
|
|
|
Deferred Compensation Plan(1)
|
|
|
|
|
|
|
|
|
C. Berdon Lawrence
|
|
Kirby Pension Plan(2)
|
|
|
29
|
|
|
|
957,855
|
|
Steven P. Valerius
|
|
Kirby Pension Plan(2)
|
|
|
21
|
|
|
|
132,070
|
|
|
|
Supplemental Executive
|
|
|
21
|
|
|
|
235,197
|
|
|
|
Retirement Plan(3)
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Kirby Inland Marine, LP has an unfunded Deferred Compensation
Agreement with Mr. Pyne in connection with his previous
employment as its President. Mr. Pyne has enough years of
service to qualify for the maximum payment of $4,175 per month
under the agreement. The agreement provides for benefits to
Mr. Pyne of $4,175 per month commencing upon the later of
his severance from the employment of the Company or his 65th
birthday and continuing until the month of his death. If
Mr. Pyne should die prior to receiving such deferred
compensation, the agreement provides for monthly payments to his
beneficiary for a period of not less than 60 nor more than
120 months, depending on the circumstances. The agreement
also provides that no benefits will be paid if Mr. Pyne is
terminated for a wrongful action (as defined in the
agreement).
|
|
(2)
|
|
The Company sponsors a defined benefit plan, the Kirby Pension
Plan, for vessel personnel and shore based tankermen employed by
certain subsidiaries of the Company. Shoreside personnel
employed by Hollywood prior to its merger with a subsidiary of
the Company in 1999, including Mr. Lawrence and
Mr. Valerius, also are participants in the Kirby Pension
Plan, but ceased to accrue additional benefits effective
December 31, 1999.
|
24
|
|
|
|
|
The Company contributes such amounts as are necessary on an
actuarial basis to provide the Kirby Pension Plan with assets
sufficient to meet the benefits paid to participants.
|
|
(3)
|
|
The Company also has an unfunded SERP that was assumed in the
Hollywood acquisition in which Mr. Valerius is a
participant. That plan ceased to accrue additional benefits
effective December 31, 1999.
|
Nonqualified
Deferred Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registrant
|
|
|
|
|
|
|
|
|
|
Contributions in
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
|
Last Fiscal
|
|
|
Earnings (Loss) in
|
|
|
Balance at
|
|
Name
|
|
Year(1)
|
|
|
Last Fiscal Year(2)
|
|
|
Last Fiscal Year End
|
|
|
Joseph H. Pyne
|
|
$
|
|
|
|
$
|
(253,104
|
)
|
|
$
|
1,070,827
|
|
Norman W. Nolen
|
|
|
|
|
|
|
(33,499
|
)
|
|
|
73,557
|
|
C. Berdon Lawrence
|
|
|
|
|
|
|
(120,816
|
)
|
|
|
265,748
|
|
Dorman L. Strahan
|
|
|
|
|
|
|
(791
|
)
|
|
|
2,269
|
|
Steven P. Valerius
|
|
|
|
|
|
|
(40,652
|
)
|
|
|
355,676
|
|
|
|
|
(1)
|
|
The Company has an unfunded, nonqualified Deferred Compensation
Plan for Key Employees which was adopted in October 1994,
effective January 1, 1992. The Plan is designed primarily
to provide additional benefits to eligible employees to restore
benefits to which they would be entitled under the
Companys Profit Sharing Plan and 401(k) Plan were it not
for certain limits imposed by the Internal Revenue Code. The
benefits under the Deferred Compensation Plan are designed to
restore benefits for employees with base salary in excess of a
certain level ($230,000 for 2008). Contributions for 2008, which
would otherwise be included in this column, have not been
determined as of the date of this Proxy Statement. For 2007, the
Companys contributions under the Deferred Compensation
Plan for Key Employees were as follows: $68,511 to
Mr. Pyne, $11,348 to Mr. Nolen, $43,306 to
Mr. Lawrence, $21,522 to Mr. Valerius and $2,975 to
Mr. Strahan.
|
|
(2)
|
|
Earnings on deferred compensation under the Deferred
Compensation Plan for Key Employees are calculated in the same
manner and at the same rate as earnings on externally managed
investments of salaried employees participating in the
Companys Profit Sharing Plan.
|
Equity
Compensation Plan Information as of December 31,
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
|
|
|
Remaining Available
|
|
|
|
|
|
|
|
|
|
for Future Issuance
|
|
|
|
Number of
|
|
|
|
|
|
Under Equity
|
|
|
|
Securities to be
|
|
|
|
|
|
Compensation Plans
|
|
|
|
Issued Upon
|
|
|
Weighted-Avereage
|
|
|
(Excluding Securities
|
|
|
|
Exercise of
|
|
|
Exercise Price of
|
|
|
Reflected in First
|
|
Plan Category
|
|
Outstanding Options
|
|
|
Outstanding Options
|
|
|
Column)
|
|
|
Equity compensation plans approved by stockholders
|
|
|
526,181
|
|
|
$
|
34.71
|
|
|
|
2,146,723
|
|
Equity compensation plans not approved by stockholders(1)
|
|
|
297,572
|
|
|
$
|
31.78
|
|
|
|
442,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
823,753
|
|
|
$
|
33.65
|
|
|
|
2,589,430
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The only plan included in the table that was adopted without
stockholder approval was the 2000 Nonemployee Director Stock
Option Plan, the material features of which are summarized under
BOARD OF DIRECTORS Director Compensation.
|
Potential
Payments Upon Change in Control
If a change in control were to have occurred on
December 31, 2008, all of the named executive
officers outstanding options to acquire Company common
stock would have become immediately exercisable. The options
were granted at a price equal to the fair market value of the
Companys common stock on the date of grant, vest in equal
increments over three years and have a term of five years.
Restricted stock awards granted to the named
25
executive officers would have immediately vested. The restricted
stock awards vest in equal increments over five years.
Performance awards would have been considered earned so that
holders of the awards would have been entitled to receive the
target performance award the holder could have earned for the
proportionate part of the performance period prior to the change
in control. The outstanding options would have become
immediately exercisable and the restricted stock award and
performance awards would have become immediately vested
regardless of whether the named executive officer was terminated
or voluntarily terminated employment following the change of
control. The value of the stock options and restricted stock
awards is based on the Companys closing market price of
$27.36 per share on December 31, 2008, the last trading day
before year-end.
Joseph
H. Pyne
Mr. Pynes options to purchase an aggregate of
110,816 shares of Company common stock would have become
fully exercisable on December 31, 2008, if a change in
control had occurred on that date. However, all the option
awards have exercise prices higher than the year end stock price
of $27.36 resulting in no value.
Mr. Pyne had 101,988 shares of Company restricted
stock awards that were not vested as of December 31, 2008.
If a change of control had occurred on that date, the
101,988 shares would have become fully vested. The maximum
value of the accelerated vesting of Mr. Pynes
restricted stock awards would have been $2,790,392 ($27.36 per
share value on December 31, 2008, multiplied by 101,988
restricted shares).
On December 31, 2008, Mr. Pyne would have become
entitled to payments under previously granted performance awards
totaling $1,420,397 if a change in control had occurred on that
date.
Norman
W. Nolen
Mr. Nolens options to purchase an aggregate of
40,227 shares of Company common stock would have become
fully exercisable on December 31, 2008, if a change in
control had occurred on that date. Under the terms of
Mr. Nolens stock options, he would have to pay
$121,997 to purchase 5,534 of these shares. Accordingly, the
maximum value of the accelerated vesting of the 5,534 options
would have been $29,413 ($27.36 per share value on
December 31, 2008, multiplied by 5,534 shares minus
$121,997, the aggregate exercise price of the options). All the
other option awards have exercise prices higher than the year
end stock price of $27.36 resulting in no value.
Mr. Nolen had 23,134 shares of Company restricted
stock awards that were not vested as of December 31, 2008.
If a change of control had occurred on that date, the
23,134 shares would have become fully vested. The maximum
value of the accelerated vesting of Mr. Nolens
restricted stock awards would have been $632,946 ($27.36 per
share value on December 31, 2008, multiplied by 23,134
restricted shares).
On December 31, 2008, Mr. Nolen would have become
entitled to payments under previously granted performance awards
totaling $311,403 if a change in control had occurred on that
date.
Mr. Lawrences options to purchase an aggregate of
108,364 shares of Company common stock would have become
fully exercisable on December 31, 2008, if a change in
control had occurred on that date. However, all the option
awards have exercise prices higher than the year end stock price
of $27.36 resulting in no value.
Mr. Lawrence had 40,352 shares of Company restricted
stock awards that were not vested as of December 31, 2008.
If a change of control had occurred on that date, the
40,352 shares would have become fully vested. The maximum
value of the accelerated vesting of Mr. Lawrences
restricted stock awards would have been $1,104,031 ($27.36 per
share value on December 31, 2008, multiplied by 40,352
restricted shares).
Dorman
L. Strahan
Mr. Strahans options to purchase an aggregate of
17,181 shares of Company common stock would have become
fully exercisable on December 31, 2008, if a change in
control had occurred on that date. Under the terms of
Mr. Strahans stock options, he would have to pay
$92,589 to purchase 4,200 of these shares. Accordingly, the
maximum value of the accelerated vesting of the 4,200 options
would have been $22,323 ($27.36 per share value on
26
December 31, 2008, multiplied by 4,200 shares minus
$92,589, the aggregate exercise price of the options). All the
other option awards have exercise prices higher than the year
end stock price of $27.36 resulting in no value.
Mr. Strahan had 8,492 shares of Company restricted
stock awards that were not vested as of December 31, 2008.
If a change of control had occurred on that date, the
8,492 shares would have become fully vested. The maximum
value of the accelerated vesting of Mr. Strahans
restricted stock awards would have been $232,341 ($27.36 per
share value on December 31, 2008, multiplied by 8,492
restricted shares).
On December 31, 2008, Mr. Strahan would have become
entitled to payments under previously granted performance awards
totaling $148,202 if a change in control had occurred on that
date.
Steven
P. Valerius
Mr. Valerius options to purchase an aggregate of
45,783 shares of Company common stock would have become
fully exercisable on December 31, 2008, if a change in
control had occurred on that date. However, all the option
awards have exercise prices higher than the year end stock price
of $27.36 resulting in no value.
Mr. Valerius had 25,760 shares of Company restricted
stock awards that were not vested as of December 31, 2008.
If a change of control had occurred on that date, the
25,760 shares would have become fully vested. The maximum
value of the accelerated vesting of Mr. Valerius
restricted stock awards would have been $704,794 ($27.36 per
share value on December 31, 2008, multiplied by 25,760
restricted shares).
On December 31, 2008, Mr. Valerius would have become
entitled to payments under previously granted performance awards
totaling $363,988 if a change in control had occurred on that
date.
AUDIT
COMMITTEE REPORT
The Audit Committee of the Board of Directors of the Company is
responsible for monitoring the integrity of the Companys
financial reporting, accounting procedures and internal
controls. The Audit Committee is composed of four directors, all
of whom are independent within the meaning of SEC and NYSE
rules. The Audit Committee operates under a written charter
adopted by the Board.
Management is primarily responsible for the Companys
financial reporting process and internal controls. The
Companys independent auditors are responsible for
performing an audit of the Companys financial statements
and issuing a report on the conformity of the financial
statements with generally accepted accounting principles. The
Companys independent auditors are also responsible for
performing an audit of the Companys internal control over
financial reporting. The Audit Committee is responsible for
overseeing those processes.
The Audit Committee has reviewed and discussed the audited
financial statements of the Company for the year ended
December 31, 2008 with management and the independent
auditors. The Audit Committee also (a) discussed with the
independent auditors the matters required to be discussed by
Statement on Auditing Standards No. 114, as amended and as
adopted by the Public Company Accounting Oversight Board (the
PCAOB), (b) received the written disclosures and
letter from the independent auditors required by the applicable
requirements of the PCAOB regarding the independent
auditors communications with the Audit Committee
concerning independence and (c) discussed with the independent
auditors their independence.
Based on the Audit Committees review of the audited
financial statements for the year ended December 31, 2008
and the Audit Committees discussions with management and
the independent auditors, the Audit Committee recommended to the
Board of Directors of the Company that the audited financial
statements be included in the Companys Annual Report on
Form 10-K
for the year ended December 31, 2008, which has been filed
with the Securities and Exchange Commission.
AUDIT COMMITTEE
Bob G. Gower,
Chairman
C. Sean Day
David L. Lemmon
George A. Peterkin, Jr.
27
RATIFICATION
OF THE AUDIT COMMITTEES SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM (ITEM 2)
The Audit Committee has selected KPMG LLP (KPMG) as
the Companys independent registered public accounting firm
for the fiscal year ending December 31, 2009. KPMG served
as the Companys independent accounting firm for 2008.
Although the Audit Committee has the sole authority and
responsibility to select and evaluate the performance of the
independent accounting firm for the Company, the Board is
requesting, as a matter of good corporate governance, that the
Companys stockholders ratify the selection of KPMG for
2009.
Ratification of the selection of KPMG requires the affirmative
vote of a majority of the shares represented at the meeting in
person or by proxy. If the stockholders do not ratify the
selection of KPMG, the Audit Committee will reconsider the
selection. However, because of the difficulty and expense of
changing independent auditors at this point in the year, the
selection of KPMG will probably be continued for 2009 in the
absence of extraordinary reasons for making an immediate change.
If the stockholders do ratify the selection of KPMG, the Audit
Committee will retain the authority to make a change if
warranted in its judgment.
Representatives of KPMG are expected to be present at the 2009
Annual Meeting of Stockholders, with the opportunity to make a
statement if they desire to do so, and are expected to be
available to respond to appropriate questions.
Fees Paid
to the Independent Registered Public Accounting Firm
The following table sets forth the fees billed by KPMG, the
Companys independent registered public accounting firm,
during the last two fiscal years:
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
Audit Fees
|
|
$
|
900,000
|
|
|
$
|
898,500
|
|
Audit-Related Fees
|
|
|
108,936
|
|
|
|
85,500
|
|
Tax Fees
|
|
|
25,000
|
|
|
|
30,500
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
1,033,936
|
|
|
$
|
1,014,500
|
|
|
|
|
|
|
|
|
|
|
Audit Fees
are fees for professional services rendered by
KPMG for the audit of the Companys annual financial
statements, audit of internal control over financial reporting,
review of the Companys quarterly financial statements or
services normally provided in connection with statutory or
regulatory filings.
Audit-Related Fees
are fees for assurance and related
services reasonably related to the performance of the audit or
review of the Companys financial statements. Services
performed by KPMG in this category consisted of the audit of the
Companys benefit plans.
Tax Fees
are fees for professional services rendered by
KPMG for tax compliance, tax advice and tax planning. Services
performed by KPMG in this category for 2008 included the review
of the Companys 2007 federal income tax return.
Each engagement of the independent registered public accounting
firm to perform audit or non-audit services must be approved in
advance by the Companys Audit Committee or by its Chairman
pursuant to delegated authority.
The Board of Directors of the Company unanimously recommends
that you vote FOR the ratification of the selection
of KPMG LLP as the Companys independent registered public
accounting firm for 2009.
OTHER
BUSINESS (ITEM 3)
The Board knows of no other business to be brought before the
Annual Meeting. However, if any other matters are properly
presented, it is the intention of the persons named in the
accompanying proxy to take such action as in their judgment is
in the best interest of the Company and its stockholders.
28
STOCKHOLDER
PROPOSALS FOR 2010 ANNUAL MEETING
Stockholder proposals must be received by the Company at its
principal executive offices no later than November 5, 2009
to be considered for inclusion in the Companys proxy
statement and form of proxy for the 2010 Annual Meeting of
Stockholders.
Under the Companys Bylaws, written notice (containing the
information required by the Bylaws) of any stockholder proposal
for action at an annual meeting of stockholders (whether or not
proposed for inclusion in the Companys proxy materials)
must be received by the Company at its principal executive
offices not less than 90 nor more than 120 days prior to
the anniversary date of the prior years annual meeting of
stockholders and must be a proper subject for stockholder action.
BY ORDER OF THE BOARD OF DIRECTORS
Thomas G. Adler
Secretary
March 5, 2009
Houston, Texas
29
(BAR CODE)
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(BAR CODE)C123456789
000004 000000000.000000 ext 000000000.000000 ext
(BAR CODE)MR A SAMPLE 000000000.000000 ext 000000000.000000 ext
DESIGNATION (IF ANY) 000000000.000000 ext 000000000.000000 ext
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(BAR CODE)
Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas.
Annual Meeting Proxy Card
6 PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
6
A Proposals The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposal 2.
1.Election of Directors: For Against Abstain For AgainstAbstain ForAgainst Abstain +
01 Bob G. Gower 02 Monte J. Miller 03 Joseph H. Pyne For Against Abstain ForAgainstAbstain
To ratify the selection of KPMG LLP as Kirby Corporations independent In their discretion, the Proxies are authorized to vote upon such
2.registered public accounting firm for 2009. 3. other business as may properly come before the meeting.
BNon-Voting Items
Change of Address Please print new address below.
C Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as
attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give
full title.
Date (mm/dd/yyyy) Please print date below.Signature 1 Please keep signature within the box. Signature 2 Please keep signature within the box.
MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
C 1234567890 J N T 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
4 3 A M 0 1 6 9 3 0 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
(BAR CODE)1 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND+
<STOCK#> 00UPXB
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6 PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
6
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Proxy Kirby Corporation
55 Waugh Drive, Suite 1000
P.O. Box 1745
Houston, Texas 77251-1745
This Proxy is solicited on behalf of the Board of Directors of Kirby Corporation.
The undersigned hereby appoints Joseph H. Pyne, Norman W. Nolen, G. Stephen Holcomb and Thomas G.
Adler, and each of them, as Proxies, each with the power to appoint his substitute, and hereby
authorizes each to represent and to vote, as designated below, all the shares of common stock, par
value $0.10 per share, of Kirby Corporation (the Company) held of record by the undersigned as of
the close of business on March 2, 2009, at the Annual Meeting of Stockholders to be held on April
28, 2009, at 55 Waugh Drive, 8th Floor, Houston, Texas 77007 at 10:00 A.M. (CDT) and any
adjournment(s) thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PERSONS LISTED IN ITEM 1.
SHOULD ANY OF THEM BECOME UNAVAILABLE FOR NOMINATION OR ELECTION OR REFUSE TO BE NOMINATED OR
ACCEPT ELECTION AS A DIRECTOR OF THE COMPANY, THE PROXY WILL BE VOTED FOR THE ELECTION OF SUCH
PERSON OR PERSONS AS MAY BE NOMINATED OR DESIGNATED BY THE BOARD OF DIRECTORS. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR ITEM 2. THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO
ANY MATTER REFERRED TO IN ITEM 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side)
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