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): February 15,
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.
On
February 15, 2006, the Compensation Committee of the Board of Directors of
Kirby
granted performance awards under Kirby’s 2002 Stock and Incentive Plan to Joseph
H. Pyne, President and Chief Executive Officer, Steven P. Valerius, President
of
Kirby Inland Marine, LP, Norman W. Nolen, Executive Vice President and Chief
Financial Officer, and Dorman L. Strahan, President of Kirby Engine Systems,
Inc. The awards are based on a three-year performance period beginning January
1, 2006. The target amounts established for the four executive officers are
$1,209,245 for Mr. Pyne, $276,200 for Mr. Valerius, $242,100 for Mr. Nolen
and
$62,400 for Mr. Strahan. The percentage of the target award paid at the end
of
the performance period will be based on Kirby’s achievement on a cumulative
basis for the three-year period of the objective levels of EBITDA (net earnings
before interest expense, taxes on income, depreciation and amortization), 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.
In
2003
and 2004, the Compensation Committee granted similar performance awards to
the
same four executive officers. The awards for each year were based on a
three-year performance period beginning on January 1 of that year. The target
amounts established for the four executive officers were set at the following
percentages of base salary for the last year of the performance period: 84%
for
Mr. Pyne, 57% for Mr. Valerius, 55% for Mr. Nolen and 22% for Mr. Strahan.
The
percentage of the target award to be paid at the end of the performance period
is based on Kirby’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. 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.
At
the
end of 2005, the performance awards granted in 2003 matured. Based on Kirby’s
exceeding the performance targets for the 2003-2005 performance period, the
payments under the performance awards to the four officers are $571,865 for
Mr.
Pyne, $222,586 for Mr. Valerius, $176,601 for Mr. Nolen and $50,098 for Mr.
Strahan.
When
the
performance awards made in 2004 mature at the end of the 2004-2006 performance
period, payments will be made to the four participants as determined by the
formula for the awards, subject to the provisions of the 2002 Stock and
Incentive Plan under which they were granted.
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.
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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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Date: February
22, 2006