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): October 29, 2019
(Exact name of Registrant as Specified in Charter)
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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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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (713 ) 435-1000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On October 29, 2019, the Board of Directors of Kirby Corporation (“Kirby”) increased the size of the Board from 9 to 10 members and filled the newly
created vacancy by electing Tanya S. Beder to serve as a Class I director until the Annual Meeting of Stockholders in 2020. Ms. Beder is currently the Chairman and CEO of a firm she founded, SBCC Group, ‘Strategy Building and Crisis Control’, where
she heads the global strategy, risk, fintech and asset management practices. Ms. Beder will receive the standard compensation for directors under Kirby’s Nonemployee Director Compensation Program, prorated for her current term of office, including
an automatic grant of 1,209 restricted shares of Kirby common stock and a prorated annual director fee of $37,500 payable quarterly. The shares of restricted stock vest six months after the date of grant.
| Item 9.01. |
Financial Statements and Exhibits
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Exhibits:
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| 99.1 |
Press release dated October 29, 2019
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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KIRBY CORPORATION
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By:
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/s/ William G. Harvey
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William G. Harvey
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Executive Vice President
and Chief Financial Officer
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Date: October 30, 2019
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EXHIBIT INDEX
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Exhibit
Number
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Description of Exhibit
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— Press release dated October 29, 2019.
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| 104 |
— Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit 99.1
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KIRBY CORPORATION
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Contact: Eric Holcomb
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713-435-1545
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FOR IMMEDIATE RELEASE
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KIRBY CORPORATION ANNOUNCES NEW
DIRECTOR OF THE BOARD TANYA S. BEDER
Houston, Texas (October 29, 2019) – Kirby Corporation ("Kirby")
(NYSE: KEX) today announced the appointment of Tanya S. Beder as a new member of the Kirby Board of Directors. Ms. Beder has an extensive background with professional, board, and academic experience and service. Kirby is proud to welcome her as the
10th Director of the Board.
Ms. Beder is currently the Chairman and CEO of a firm she founded, SBCC Group, ‘Strategy Building and Crisis Control’, where she heads the global strategy, risk, fintech
and asset management practices. Previously, Ms. Beder held senior roles as CEO of Tribeca Global Management, a subsidiary of Citigroup, Managing Director & Head of Strategic Quantitative Investment Division at Caxton Associates, and President and
Co-Founder of Capital Market Risk Advisors. Ms. Beder also spent time in various positions with The First Boston Corporation (now Credit Suisse) where she was a derivatives trader and was on the mergers and acquisitions team in New York and London.
Since 2011, Ms. Beder has served on the board of American Century Investments where she chairs the Risk Management Oversight Committee, is a qualified financial expert on the Audit & Compliance Committee and is a member of the Portfolio
Committee. Since 2017, Ms. Beder has also served as a member of the board at Nabors Industries where she is Chair of the Risk Oversight Committee, a qualified financial expert on the Audit Committee, and a member of the Compensation, Technology &
Safety Committees. Ms. Beder is currently a lecturer of public policy at Stanford University, is a Fellow in Practice at the Yale University International Center for Finance, and a member of the Mathematical Finance Advisory Board at New York
University. Previously, Ms. Beder was on the Advisory Board of the Columbia University Financial Engineering Program, and a trustee at the Institute for Pure and Applied Mathematics at UCLA. Ms. Beder graduated with Bachelor of Arts degrees in
Mathematics and Philosophy from Yale University and has a Master of Business Administration degree from Harvard Business School.
David Grzebinski, Kirby’s President and Chief Executive Officer, commented, "We are
pleased to welcome Tanya Beder to the Board of Directors at Kirby. Her background is impressive, and we know she will be a great asset to Kirby. Ms. Beder's extensive experience in asset management, operational and risk management, and finance and
mathematics will help enhance and guide Kirby's future success."
Kirby Corporation, based in Houston, Texas, is the nation’s largest domestic tank barge operator transporting bulk liquid products throughout the Mississippi River
System, on the Gulf Intracoastal Waterway, coastwise along all three United States coasts, and in Alaska and Hawaii. Kirby transports petrochemicals, black oil, refined petroleum products and agricultural chemicals by tank barge. In addition, Kirby
participates in the transportation of dry-bulk commodities in United States coastwise trade. Through the distribution and services segment, Kirby provides after-market service and parts for engines, transmissions, reduction gears, and related
equipment used in oilfield services, marine, power generation, on-highway, and other industrial applications. Kirby also rents equipment including generators, pumps, and compressors for use in a variety of industrial markets, and manufactures and
remanufactures oilfield service equipment, including pressure pumping units, for land-based oilfield service customers.
55 Waugh Drive Suite 1000 P. O. Box 1745 Houston, Texas 77251 713-435-1000 Fax 713-435-1010