Kirby Corp 8-K 1-23-2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): January 23,
2006
Kirby
Corporation
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction
of
incorporation)
|
1-7615
(Commission
File
Number)
|
75-1884980
(IRS
Employer
Identification
No.)
|
55
Waugh Drive, Suite 1000
Houston,
Texas 77007
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (713) 435-1000
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
£
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
£
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
£
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
£
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
2005
Bonuses
On
January 23, 2006, the Compensation Committee of Kirby’s Board of Directors
awarded discretionary bonuses to the Company’s Chief Executive Officer and four
other most highly compensated executive officers (the “named executive
officers”) under the Company’s incentive bonus plan for 2005.
The
Company’s 2005 incentive bonus plan is based on the achievement of three equally
weighted performance measures by each of the Company’s three business groups —
inland marine transportation, diesel engine services and offshore marine
transportation — and by the Company as a whole. The three performance measures
are EBITDA (net earnings before interest expense, taxes on income, depreciation
and amortization), return on total capital and earnings per share.
At
the
beginning of the year, the Compensation Committee established objectives for
each of the three performance measures for the year, based on the budget for
the
year approved by the Board of Directors. A target bonus expressed as a
percentage of base salary was established for each participant. There is a
range
of possible bonuses under the plan, 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 Company’s 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.
Seventy-five
percent of each participant’s bonus is based on the achievement of the target
performance by the Company and its business groups for the year (shown as the
“formula bonus” in the table below); 25% of each participant’s bonus is
allocated based on a discretionary assessment of individual performance for
the
year (shown as the “discretionary bonus” in the table below).
At
its
January 23 meeting, the Compensation Committee awarded the full discretionary
25% of the bonus award to each named executive officer. The total bonuses earned
by each named executive officer for 2005 were as follows:
Officer
|
|
Formula
Bonus
|
|
Discretionary
Bonus
|
|
|
|
|
|
|
|
Joseph
H. Pyne
|
|
$
|
645,802
|
|
$
|
215,267
|
|
President
and Chief Executive
Officer
|
|
|
|
|
|
|
|
C.
Berdon Lawrence
|
|
$
|
494,189
|
|
$
|
164,730
|
|
Chairman
of the Board
|
|
|
|
|
|
|
|
Stephen
P. Valerius
|
|
$
|
290,562
|
|
$
|
96,854
|
|
President,
Kirby Inland Marine,
LP
|
|
|
|
|
|
|
|
Norman
W. Nolen
|
|
$
|
236,903
|
|
$
|
78,967
|
|
Executive
Vice President,
Treasurer
and Chief Financial
Officer
|
|
|
|
|
|
|
|
Mark
R. Buese
|
|
$
|
182,233
|
|
$
|
60,744
|
|
Senior
Vice President-
Administration
|
|
|
|
|
|
|
|
2006
Target Bonuses
For
2006,
the Compensation Committee modified the annual incentive plan to identify a
fourth business group, Osprey Line, L.L.C., approved EBITDA, return on total
capital and earnings per share as the three performance measures under the
plan
for 2006 and set the target bonuses for participants in the annual incentive
plan, including target bonuses at the following percentages of base salary
for
the named executive officers:
Joseph
H. Pyne
|
|
|
90
|
%
|
President
and Chief Executive Officer
|
|
|
|
|
C.
Berdon Lawrence
|
|
|
90
|
%
|
Chairman
of the Board
|
|
|
|
|
Steven
P. Valerius
|
|
|
70
|
%
|
President
of Kirby Inland Marine, LP
|
|
|
|
|
Norman
W. Nolen
|
|
|
70
|
%
|
Executive
Vice President, Treasurer and Chief Financial Officer
|
|
|
|
|
Mark
R. Buese
|
|
|
70
|
%
|
Senior
Vice President-Administration
|
|
|
|
|
The
range
of possible bonuses under the plan and the weighting between Company and
business group performance remain the same as they were for 2005.
Item
9.01.
|
Financial
Statements and Exhibits.
|
(c)
Exhibits
Exhibit
Number
|
Description
of Exhibit
|
|
|
10.1
|
Annual
Incentive Plan Guidelines (2006 Plan
Year)
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated
January 27, 2006.
|
KIRBY
CORPORATION |
|
(Registrant) |
|
|
|
|
|
|
|
By |
/s/
G. Stephen Holcomb
|
|
|
G.
Stephen Holcomb
|
|
|
Vice
President
|
EXHIBIT
INDEX
Exhibit
Number
|
Description
of Exhibit
|
|
|
10.1
|
Annual
Incentive Plan Guidelines (2006 Plan
Year)
|