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 22,
2007
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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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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£
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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 Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Bonuses
for 2006
On
January 22, 2007, the Compensation Committee of Kirby’s Board of Directors
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
2006.
The
Company’s 2006 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. Seventy-five
percent of each participant’s bonus is based on the achievement of the target
performance by the Company and its business groups for the year (shown as the
“formula bonus” in the table below); 25% of each participant’s bonus is
allocated based on a discretionary assessment of individual performance for
the
year (shown as the “discretionary bonus” in the table below).
At
its
January 22 meeting, the Compensation Committee awarded the full discretionary
25% of the bonus award to each named executive officer. The total bonuses earned
by each named executive officer for 2006 were as follows:
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Officer
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Formula
Bonus
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Discretionary
Bonus
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Joseph
H. Pyne
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$576,455
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$192,152
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President
and Chief Executive Officer
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C.
Berdon Lawrence
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$441,077
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$147,026
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Chairman
of the Board
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Stephen
P. Valerius
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$249,747
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$83,249
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President,
Kirby Inland Marine, LP
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Norman
W. Nolen
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$211,424
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$70,474
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Executive
Vice President, Treasurer and Chief Financial Officer
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Mark
R. Buese
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$161,851
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$53,950
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Senior
Vice President-Administration
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Performance
Awards for 2007-2009
On
January 22, 2007, the Compensation Committee of the Board of Directors of Kirby
granted performance awards under Kirby’s 2005 Stock and Incentive Plan to Mr.
Pyne, Mr. Valerius and Mr. Nolen. The performance awards are based on a
three-year performance period beginning January 1, 2007. The target amounts
for
the performance awards established for the three executive officers were
$1,186,815 for Mr. Pyne, $288,640 for Mr. Valerius and $259,776 for Mr. Nolen.
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, 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 26, 2007
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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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