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): March 18, 2020
(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 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year
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On March 18, 2020, the Board of Directors of Kirby Corporation (the “Company”) amended the bylaws of the Company (as amended or modified from time
to time, the “Bylaws”), effective on that date. New Section 14 was added to Article II in order to allow for the holding of stockholder meetings by means of electronic communications, videoconferencing, teleconferencing or other available
technology. Previously, the Bylaws did not specifically address the holding of stockholder meetings by means of electronic communications, videoconferencing, teleconferencing or other available technology. The foregoing description of the
amendment is qualified in its entirety by reference to the full text of the amendment, attached as Exhibit 3.1 and incorporated herein by reference.
| Item 8.01 |
Other Events.
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On March 19, 2020, the Company issued a press release announcing a change to the location and format of its 2020 annual meeting of stockholders from
an in person meeting to a virtual webcast, accessible online at www.virtualshareholdermeeting.com/KEX2020. A copy of the press release is attached as Exhibit 99.1 to this report. Further information regarding this change to the location and
format of the 2020 annual meeting of stockholders can be found in the proxy supplement filed by the Company with the Securities and Exchange Commission on March 19, 2020.
| Item 9.01. |
Financial Statements and Exhibits
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Exhibits:
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EXHIBIT INDEX
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Exhibit
Number
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Description of Exhibit
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Amendment to Bylaws of Kirby Corporation dated March 18, 2020
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Press release dated March 19, 2020
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104
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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: March 19, 2020
Exhibit 3.1
Amendment to Bylaws of Kirby Corporation
Dated March 18, 2020
Kirby Corporation, a corporation organized under the laws of the State of Nevada, by its Vice President, General Counsel and Secretary does hereby certify:
That the Board of Directors of said corporation, by unanimous written consent in lieu of special meeting dated March 18, 2020, approved an amendment
to the bylaws of the corporation (as amended or modified and currently in effect the “Bylaws”) as follows:
“RESOLVED, that in accordance with Article VIII, Section 1 of the Bylaws, the
Directors hereby approve the amendment of Article II of the Bylaws of the Corporation by the addition of new Section 14 to read as follows:
‘Section 14. Stockholders may
participate in and hold any meeting of stockholders by means of electronic communications, videoconferencing, teleconferencing or other available technology. In such instances, the corporation shall implement reasonable measures to a) verify the
identity of each person participating through such means as a stockholder; and (b) provide the stockholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to
communicate, and to read or hear the proceedings of the meetings in a substantially concurrent manner with such proceedings. A meeting of stockholders may also be held solely by remote communication pursuant to this Section 14. Participation in a
meeting held in accordance with this Section 14 shall constitute presence in person at the meeting.’”
IN WITNESS HEREOF, Kirby Corporation has caused this certificate to be signed by its Vice President, General Counsel and Secretary this March 18, 2020.
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Kirby Corporation
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By:
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/s/ Amy D. Husted
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Name:
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Amy D. Husted
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Title:
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Vice President, General Counsel and Secretary
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Exhibit 99.1
| KIRBY CORPORATION | Contact: Eric Holcomb |
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713-435-1545 |
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FOR IMMEDIATE RELEASE
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KIRBY CORPORATION ANNOUNCES CHANGE TO VIRTUAL
2020 ANNUAL MEETING OF STOCKHOLDERS
Houston, Texas (March 19, 2020) -- Kirby Corporation ("Kirby”
or the “Company") (NYSE:KEX) announced today that the location of its 2020 Annual Meeting of Stockholders will be changed from an in person meeting to a virtual format via a live online webcast. The annual stockholder meeting, which was previously
announced in Kirby’s Notice of 2020 Annual Meeting and Proxy Statement and filed with the Securities and Exchange Commission (“SEC”) on March 6, 2020, will be still be held on April 28, 2020 at 10:00 a.m. CDT, but in a virtual meeting format only.
Due to the emerging public health impact of the coronavirus outbreak (COVID-19), and to
support the health and wellbeing of Kirby’s associates, employees, and stockholders, the Company has made the decision to change the location and format of the 2020 Annual Meeting of Stockholders from an in person meeting to a virtual webcast. On
March 18, 2020, Kirby’s Board of Directors (“the Board”) unanimously approved an amendment to the Company’s bylaws to allow for this change. The Company’s executive leadership team and Board believe this format will provide Kirby’s stockholders a
better opportunity to attend the meeting given ongoing travel restrictions and health concerns. Stockholders of record at the close of business on March 2, 2020 will be able to access the 2020 Annual Meeting webcast online at www.virtualshareholdermeeting.com/KEX2020 by entering their 16-digit control number provided in their
proxy materials.
To access Kirby’s Notice of 2020 Annual Meeting and Proxy Statement as filed with the
SEC on March 6, 2020 online, please visit the Financials section of the Company’s investor relations website at http://investors.kirbycorp.com under the Proxy Statements heading.
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, industrial compressors, railcar movers, and high capacity lift trucks 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.