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 26,
2009
Kirby
Corporation
(Exact
name of registrant as specified in its charter)
Nevada
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1-7615
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75-1884980
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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:
£
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Director`s; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
January 26, 2009, the Compensation Committee of the Board of Directors of Kirby
Corporation (the “Company”) awarded discretionary bonuses to the Company’s Chief
Executive Officer, Chief Financial Officer and three other most highly
compensated executive officers (the “named executive officers”) under the
Company’s incentive bonus plan for 2008.
The
Company’s 2008 incentive bonus plan is based on the achievement of three equally
weighted performance measures by each of the Company’s four business groups —
inland marine transportation, diesel engine services, offshore marine
transportation and container-on-barge service — and by the Company as a whole.
The three performance measures are EBITDA (net earnings before interest expense,
taxes on income, depreciation and amortization), return on total capital and
earnings per share.
At the
beginning of the year, the Compensation Committee established objectives for
each of the three performance measures for the year, based on the budget for the
year approved by the Board of Directors. A target bonus expressed as
a percentage of base salary was established for each
participant. Each participant’s actual bonus for the year is
calculated based on the achievement of the target performance by the Company and
its business groups for the year, unless the Compensation Committee or the Chief
Executive Officer exercises negative discretion under the plan to reduce any
participant’s bonus by up to 25% based on individual performance. The
75% portion of the bonus that is paid to all participants is shown as the
“formula bonus” in the table below. The 25% portion subject to
negative discretion is shown as the “discretionary bonus” in the table
below.
At its
January 26 meeting, the Compensation Committee awarded the full 100% of the
bonus to each named executive officer. The total bonuses earned by each named
executive officer for 2008 were as follows:
Officer
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Formula Bonus
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Discretionary Bonus
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Joseph
H. Pyne
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$706,401
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$235,467
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President and Chief
Executive
Officer
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C.
Berdon Lawrence
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$514,218
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$171,406
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Chairman of the
Board
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Stephen
P. Valerius
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$306,544
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$102,181
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Executive Vice President
andChief Administrative Officer
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Norman
W. Nolen
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$282,791
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$94,264
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Executive Vice
President,
Treasurer and Chief
Financial
Officer
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Dorman
L. Strahan
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$181,431
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$60,477
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President, Kirby EngineSystems,
Inc.
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Performance Awards for
2008-2010
On
January 26, 2009, the Compensation Committee of the Board of Directors of the
Company granted performance awards under the Company’s 2005 Stock and Incentive
Plan to Mr. Pyne, Mr. Valerius, Mr. Nolen and Mr. Strahan. The
performance awards are based on a three-year performance period beginning
January 1, 2009. The target amounts for the performance awards
established for the four executive officers were $1,200,000 for Mr. Pyne,
$264,000 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 Company’s 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
bonus 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.
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 30, 2009
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KIRBY
CORPORATION
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(Registrant)
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By
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/s/
G.
Stephen Holcomb |
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G. Stephen Holcomb
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Vice
President
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