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,
2010
Kirby
Corporation
(Exact
name of registrant as specified in its charter)
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Nevada
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1-7615
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74-1884980
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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55
Waugh Drive, Suite 1000
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77007
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Houston,
Texas
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(Zip
Code)
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(Address
of principal executive offices)
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||
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))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Election of Chief Financial
Officer
On
January 26, 2010, the Board of Directors of Kirby Corporation (the “Company”)
elected David W. Grzebinski Executive Vice President and Chief Financial
Officer, effective after the filing of the Company’s 2009 Annual Report on Form
10-K. For the past five years, Mr. Grzebinski, age 48, has served as
Corporate Treasurer and then Controller, Energy Systems for FMC Technologies,
Inc., a New York Stock Exchange-listed company that designs, manufactures and
services technology systems and products for the energy industry and other
industrial markets. Mr. Grzebinski’s responsibilities included
accounting and control activities, financial planning, analysis and reporting
and risk management for a worldwide operation that generated $4.4 billion in
annual revenues.
Mr.
Grzebinski’s compensation includes (1) a base salary at the rate of $330,000 per
year, (2) target annual incentive compensation equal to 70% of his base salary,
(3) a long-term incentive compensation award with a target value of $625,000,
with 20% of the value in stock options, 40% in restricted stock and 40% in a
performance award described under “Performance Awards for 2010-2012” below and
(4) a one-time grant of restricted stock valued at $1,174,296 to compensate him
for unvested restricted stock of his former employer which he forfeited to
accept the position with the Company.
Bonuses for
2009
On
January 26, 2010, the Compensation Committee of the Board of Directors of 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 annual incentive
plan for 2009.
The
Company’s 2009 annual incentive plan is based on the achievement of three
equally weighted performance measures by each of the Company’s 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 annual incentive
award expressed as a percentage of base salary was established for each
participant. Each participant’s actual award 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 award by up to 25% based on individual performance. The
75% portion of the award that is paid to all participants is shown as the
“formula award” in the table below. The 25% portion subject to
negative discretion is shown as the “discretionary award” in the table
below.
The
Compensation Committee awarded the full 100% of the annual incentive
compensation award to each named executive officer. The incentive compensation
earned by each named executive officer for 2009 was as follows:
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Officer
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Formula Award
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Discretionary Award
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Joseph
H. Pyne
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$ | 383,724 | $ | 127,908 | ||||
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President
and Chief Executive Officer
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C.
Berdon Lawrence
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$ | 279,329 | $ | 93,109 | ||||
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Chairman
of the Board
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Norman
W. Nolen
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$ | 153,615 | $ | 51,205 | ||||
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Executive
Vice President, Treasurer and Chief Financial Officer
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Gregory
R. Binion
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$ | 138,829 | $ | 46,276 | ||||
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President,
Kirby Inland Marine, LP
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Dorman
L. Strahan
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$ | 71,058 | $ | 23,685 | ||||
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President,
Kirby Engine Systems, Inc.
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Steven
P. Valerius
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$ | 158,706 | $ | 52,902 | ||||
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Executive
Vice President and Chief Administrative Officer (until December 30,
2009)
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Performance Awards for
2010-2012
On
January 26, 2010, 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. Grzebinski, Mr. Binion and Mr. Strahan. The
performance awards are based on a three-year performance period beginning
January 1, 2010. The target amounts for the performance awards
established for the four executive officers were $1,200,000 for Mr. Pyne,
$250,000 for Mr. Grzebinski, $326,000 for Mr. Binion and $126,000 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 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.
SIGNATURES
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 thereunto
duly authorized.
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KIRBY
CORPORATION
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(Registrant)
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By:
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/s/ Norman W. Nolen
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Norman
W. Nolen
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Executive
Vice President, Treasurer
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and
Chief Financial Officer
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Dated: February
1, 2010