Independent
Tenure on this board
15.0 yrs
3 nominees · 5 ballot items.
Election of three Class I directors; Ratification of KPMG LLP as independent auditors for 2026; Advisory (non-binding) approval of named executive officer compensation; Approval of amendments to the 2005 Stock and Incentive Plan (extend term, increase cash cap, add forfeiture/recovery provisions and other administrative changes); Approval of amendments to the 2000 Nonemployee Director Stock Plan (extend term, increase annual limit, modify option exercisability timing, remove discretionary grant limit, and other administrative changes).
Elect three Class I directors to serve three-year terms until the 2029 Annual Meeting.
Ratify the Audit Committee’s selection of KPMG LLP as Kirby’s independent auditors for fiscal year 2026.
Non-binding, advisory vote to approve the compensation disclosed for the named executive officers.
The advisory vote asks shareholders to approve on a non-binding basis the compensation paid to the named executive officers as disclosed in the proxy statement. Management argues the program is competitive, largely at-risk, tied to financial and operational metrics (including EBITDA, EPS, and return on capital), and aligned with long-term shareholder value; the Compensation Committee will consider the result of the vote in future decisions. The proposal is routine in that it is an annual advisory “say-on-pay” vote and the Board recommends a vote FOR.
Approve amendments to the 2005 Stock and Incentive Plan to extend the term to 2036, increase the annual cash cap on performance awards, add forfeiture/recovery provisions for certain misconduct or post-termination breaches, and make other clarifying/administrative changes.
This management proposal seeks shareholder approval to amend the 2005 Stock and Incentive Plan, extending its term through 2036 and materially changing several operational features. The amendment doubles the per-participant annual cash cap for performance awards from $5 million to $10 million, providing greater flexibility to structure cash-based long-term incentives for executives. It also introduces explicit forfeiture/recovery provisions for awards granted on or after January 27, 2026, enabling recoupment where participants are terminated for cause or post-termination breaches of restrictive covenants are discovered within a year — a governance enhancement aligned with evolving market practices and investor expectations around clawbacks. The Board frames the extension as necessary to maintain the plan as a tool for retention and attraction given the company’s growth and historical burn rate, while referencing plan metrics such as available shares and overhang; management argues the changes are reasonable and do not materially increase dilution given current availability and historical grant rates. The proposed changes have compensation and governance implications: increased cash caps allow larger single-year payouts which could magnify pay outcomes, while the forfeiture provisions improve the company’s ability to mitigate improper behavior. The Board recommends a FOR vote, arguing the amendments support talent retention, provide flexibility for compensation design, and strengthen recoupment measures, but shareholders should consider potential dilution, the increased potential for large cash payouts to executives, and whether forfeiture triggers and governance guardrails are sufficiently robust and narrowly tailored.
Approve amendments to the 2000 Nonemployee Director Stock Plan to extend its term to 2036, increase the annual dollar limit on awards to $750,000, change option exercisability timing around change in control, remove an aggregate discretionary grant cap, and make other clarifying/administrative changes.
This proposal requests shareholder approval to amend the nonemployee director equity plan to extend the plan’s term to 2036 and to adjust several features to keep director compensation market-competitive. Specifically, it raises the per-director annual award cap from $500,000 to $750,000 (with committee discretion for exceptions), shifts the timing of option exercisability in a change-in-control window to 10 business days preceding the event (conditioned on the change in control occurring), and removes an aggregate cap on discretionary grants (10,000 shares) to provide flexibility in structuring awards. Management frames the changes as responsive to benchmarking data and necessary to attract and retain qualified directors; the Board recommends a FOR vote. The amendments have governance implications — increasing the cap raises potential Director pay and could allow larger awards in extraordinary circumstances, while changing exercisability timing around change-in-control may protect director interests and reduce uncertainty during transaction periods. Investors should weigh the need for flexibility and competitive pay against potential increases in director compensation and the removal of a quantitative cap on discretionary grants.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.4% | 2,867,948 | $381M |
| 2 | GOLDMAN SACHS GROUP INC | 5.0% | 2,694,671 | $358M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.0% | 2,661,025 | $354M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 4.6% | 2,484,128 | $330M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 2,407,527 | $320M |
| 6 | MORGAN STANLEY | 3.9% | 2,094,289 | $278M |
| 7 | Neuberger Berman Group LLC | 3.2% | 1,735,388 | $231M |
| 8 | BlackRock, Inc. | 3.2% | 1,728,961 | $230M |
| 9 | STATE STREET CORP | 3.1% | 1,638,974 | $218M |
| 10 | KING LUTHER CAPITAL MANAGEMENT CORP | 2.9% | 1,560,791 | $207M |
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