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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ | |
Filed by a Party other than the Registrant o | |
Check the appropriate box: |
o Preliminary Proxy Statement | |
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
þ Definitive Proxy Statement | |
o Definitive Additional Materials | |
o Soliciting Material Pursuant to §240.14a-12 |
KIRBY CORPORATIONKirby Corporation
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þ No fee required. | |
o Fee computed on table below per Exchange Act Rules 14a-6(i) |
1) Title of each class of securities to which transaction applies: |
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o Fee paid previously with preliminary materials. |
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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KIRBY CORPORATION |
12, 2007
2007.
![]() | |
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NOTICE OF 2007 ANNUAL MEETING OF STOCKHOLDERS
Date: | Tuesday, April | |
Time: | 10:00 a.m. CDT | |
Place: | 55 Waugh Drive | |
8th Floor | ||
Houston, Texas 77007 |
on at the Kirby Corporation 2007 Annual Meeting of Stockholders are as follows:
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2010. Each nominee named below is currently serving as a director with the exception of Monte J. Miller, and each has consented to serve for the new term. All nominees, except for Mr. Miller, have previously been elected a director by the Company’s stockholders. Richard C. Webb, who has served as a director since 2000, will not stand for reelection as director. The Governance Committee recommended to the Board that Mr. Miller be nominated to fill the vacancy created by Mr. Webb’s retirement as a director. The Committee retained an executive search firm to assist in the search for qualified candidates. The Committee considered a number of candidates recommended by the search firm and by other management and non-management directors, in addition to Mr. Miller, who was recommended by C. Berdon Lawrence, the Chairman of the Board, and Joseph H. Pyne, the Chief Executive Officer of the Company.
term if elected.
C. Sean Day | Director since 1996 | |
Greenwich, Connecticut | Age 57 |
William M. Lamont, Jr. | Director since 1979 | |
Dallas, Texas | Age 58 |
C. Berdon Lawrence | Director since 1999 | |
Houston, Texas | Age 64 |
Walter E. Johnson | Director since 2001 | |
Houston, Texas | Age 70 |
David L. Lemmon | Director since 2006 | |
Las Vegas, Nevada | Age 64 |
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George A. Peterkin, Jr. | Director since 1973 | |
Houston, Texas | Age 79 |
Bob G. Gower | Director since 1998 | |
Houston, Texas | Age |
Monte J. Miller Kingwood, Texas Not currently a director
Director since 2006Durango, Colorado Age 6263
15, 2006. From 1999 to 2003, he was Senior Vice President of Koch Chemical Company, a predecessor company of Flint Hills. Joseph H. Pyne Houston, Texas Director since 1988 Houston, Texas Age 5859
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Directors Continuing in Office
The following persons are directors of the Company who will continue in office.
Continuing Class III directors, serving until the Annual Meeting of Stockholders in 2007
Mr. Day is Chairman of Teekay Shipping Corporation, a foreign flag tank vessel owner and operator. He serves as Chairman of the Governance Committee and is a member of the Audit Committee. He is also a director of Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P.
Mr. Lamont is a private investor. He serves as Chairman of the Compensation Committee and is a member of the Executive Committee and Governance Committee.
Mr. Lawrence has served as Chairman of the Board of the Company since October 1999. He was the founder and former President of Hollywood Marine, Inc., an inland tank barge company acquired by the Company in October 1999. Mr. Lawrence serves as Chairman of the Executive Committee.
Continuing Class I directors, serving until the Annual Meeting of Stockholders in 2008
Mr. Johnson is Chairman of Amegy Bank, N.A. (“Amegy Bank”), a subsidiary of Zions Bancorporation.
Mr. Peterkin is a private investor. He has served as Chairman Emeritus of the Board of the Company since 1999 and served as Chairman of the Board of the Company from 1995 to 1999. He served as President of the Company from 1973 to 1995 and serves as a member of the Audit Committee and Executive Committee.
Mr. Stone is a private investor. He has served as Chairman Emeritus of the Board of the Company since 1995 and served as Chairman of the Board of the Company from 1983 to 1995. He serves as a member of the Compensation Committee and Governance Committee.
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C. Sean Day | David L. Lemmon | |
Bob G. Gower | Monte J. Miller | |
Walter E. Johnson | George A. Peterkin, Jr. | |
William M. Lamont, Jr. |
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the NYSE’s objective tests for independence). In addition, the Board had previously determined that Robert G. Stone, Jr., who served as a director of the Company until his death on April 18, 2006, and Richard C. Webb, who served as a director of the Company until the 2006 Annual Meeting of Stockholders, had no relationship with the Company except as directors and stockholders and were independent.
Composition; Charter
Principal Functions | Members | |
• Monitor the Company’s financial reporting, accounting procedures and | Bob G. Gower (Chairman) | |
systems of internal control | C. Sean Day | |
• Select the independent auditors for the Company | David L. Lemmon | |
• Review the Company’s audited annual and unaudited quarterly financial | George A. Peterkin, Jr. | |
statements with management and the independent auditors | ||
• Monitor the independence and performance of the Company’s independent auditors and internal audit function | ||
• Monitor the Company’s compliance with legal and regulatory requirements |
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Composition; Charter
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Principal Functions | Members | |
• Determine the salaries of executive officers of the Company | William M. Lamont, Jr. (Chairman) | |
• Administer the Company’s annual incentive bonus program | C. Sean Day | |
• Administer the Company’s stock option, restricted stock and incentive | Bob G. Gower | |
plans and grant stock options, restricted | Monte J. Miller | |
stock and performance awards under such plans |
Composition; Charter
Principal Functions | Members | |
• Perform the function of a nominating committee in | C. Sean Day (Chairman) | |
recommending candidates for election to the Board | Walter E. Johnson | |
• Review all related party transactions | William M. Lamont, Jr. | |
• Oversee the operation and effectiveness of the Board |
62005,2006, the Board met seven times, the Audit Committee met teneight times, the Compensation Committee met five times and the Governance Committee met fourfive times. The Executive Committee did not meet during 2005.2006. Each incumbent director attended allat least 75% of the aggregate number of meetings of the Board and all committees on which he served.served that were held during the periods for which he served, except for Mr. Johnson, who attended five of the seven Board meetings and did not attend the one Governance Committee meeting held after his appointment to the Governance Committee. All directors attended the 20052006 Annual Meeting of Stockholders of the Company.6
Fees Earned | ||||||||||||||||
Name | or Paid in Cash | Stock Awards(1)(2) | Option Awards(1)(2) | Total(5) | ||||||||||||
C. Sean Day | $ | 63,750 | $ | 63,990 | $ | 98,070 | $ | 225,810 | ||||||||
Bob G. Gower | 63,500 | 63,990 | 98,070 | 225,560 | ||||||||||||
Walter E. Johnson | 6,250 | 63,990 | 98,070 | 168,310 | ||||||||||||
William M. Lamont, Jr. | 72,750 | 35,165 | 98,070 | 205,985 | ||||||||||||
David L. Lemmon | 40,500 | 35,165 | 261,520 | 337,185 | ||||||||||||
Monte J. Miller | 13,500 | 35,165 | 287,300 | 335,965 | ||||||||||||
George A. Peterkin, Jr. | 32,750 | 42,364 | 124,336 | 199,450 | ||||||||||||
Robert G. Stone, Jr.(3) | 13,250 | — | — | 13,250 | ||||||||||||
Richard C. Webb(4) | 11,500 | 7,199 | — | 18,699 |
(1) | The amounts included in the “Stock Awards” and “Option Awards” columns represent the compensation cost recognized by the Company in 2006 related to restricted stock awards and stock option grants to directors, computed in accordance with Statement of Financial Accounting Standards No. 123R (“SFAS No. 123R”). For a discussion of valuation assumptions, see Note 7, Stock Award Plans, in the Company’s consolidated financial statements included in the Annual Report onForm 10-K for the year ended December 31, 2006. | |
(2) | Each director was granted 1,000 shares of restricted stock on April 25, 2006 at a value of $35.165 per share. Each director was granted stock options for 6,000 shares on April 25, 2006 at an exercise price of $35.165 per share. Mr. Lemmon and Mr. Miller were granted stock options for 10,000 shares on April 25, 2006, the date of their first election as a director, at an exercise price of $35.165 per share. Mr. Day, Mr. Gower and Mr. Johnson were granted 820 shares of restricted stock on April 25, 2006, at a value of $35.165, as they elected to receive their annual director fee in the form of restricted stock awards. Mr. Peterkin was granted stock options for 2,048 shares on April 25, 2006 at an exercise price of $35.165 per share and Mr. Miller was granted stock |
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options for 1,988 shares on April 28, 2006 at an exercise price of $36.22 per share, as they elected to receive their annual director fee in the form of stock options. The following table shows the aggregate number of shares of restricted stock and stock options outstanding for each director as of December 31, 2006 as well as the grant date fair value of restricted stock and option grants made during 2006: |
Aggregate Shares | Aggregate | Grant Date | ||||||||||
of Restricted Stock | Stock Options | Fair Value of | ||||||||||
Outstanding | Outstanding | Restricted Stock and | ||||||||||
as of | as of | Stock Options | ||||||||||
Name | December 31, 2006 | December 31, 2006 | Made during 2006 | |||||||||
C. Sean Day | 206 | 64,068 | $ | 162,070 | ||||||||
Bob G. Gower | 206 | 74,068 | 162,070 | |||||||||
Walter E. Johnson | 206 | 6,000 | 162,070 | |||||||||
William M. Lamont, Jr. | — | 48,000 | 133,235 | |||||||||
David L. Lemmon | — | 16,000 | 296,685 | |||||||||
Monte J. Miller | — | 17,988 | 331,058 | |||||||||
George A. Peterkin, Jr. | — | 49,218 | 168,256 |
(3) | Mr. Stone passed away on April 18, 2006. | |
(4) | Mr. Webb retired from the Board on April 25, 2006. | |
(5) | Represents the sum of all columns. |
any of its directors, executive officers or major stockholders or members of their immediate families, including all transactions that would be required to be disclosed as transactions with related persons in the Company’s Proxy Statement, are subject to approval in advance by the Governance Committee, except that a member of the Committee will not participate in the review of a transaction in which that member has an interest. The Committee has the discretion to approve any transaction which it determines is in, or not inconsistent with, the best interests of the Company and its stockholders. If for any reason a transaction with a related person has not previously been approved, the Committee will review the transaction within a reasonable period of time and either ratify the transaction or recommend other actions, including modification, rescission or termination, taking into consideration the Company’s contractual obligations. The policy provides certain exceptions, including compensation approved by the Board or its Compensation Committee. The policy was adopted by the Committee in February 2007, after the commencement of the transactions described below. The Committee subsequently reviewed and ratified all of such transactions in accordance with the terms of the policy.
2007.
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He also received income in 2006 of $90,234 from the exercise of stock options and the vesting of restricted stock.
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• | Audit Committee Charter | |
• | Compensation Committee Charter | |
• | Governance Committee Charter | |
• | Criteria for the Selection of Directors |
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• | Business Ethics Guidelines | |
• | Corporate Governance Guidelines | |
• | Communication with Directors |
Shares of Common Stock | |||||||||||||||||||||
Beneficially Owned on March 1, 2006 | |||||||||||||||||||||
Voting or | Percent of | ||||||||||||||||||||
Investment | Right to | Common | |||||||||||||||||||
Direct(1) | Power(2) | Acquire(3) | Total | Stock(3)(4) | |||||||||||||||||
DIRECTORS/NOMINEES | |||||||||||||||||||||
C. Sean Day | 1,881 | 29,034 | 30,915 | ||||||||||||||||||
Bob G. Gower | 27,210 | 34,034 | 61,244 | ||||||||||||||||||
Walter E. Johnson | 8,210 | 24,814 | 33,024 | ||||||||||||||||||
William M. Lamont, Jr. | 10,142 | (5) | 22,500 | 32,642 | |||||||||||||||||
C. Berdon Lawrence | 1,247,284 | 392,615 | 1,639,899 | 6.2 | % | ||||||||||||||||
Monte J. Miller | |||||||||||||||||||||
George A. Peterkin, Jr. | 164,887 | (6) | 44,685 | (6) | 20,585 | 230,157 | |||||||||||||||
Joseph H. Pyne | 350,922 | 80,517 | 413,439 | 1.6 | % | ||||||||||||||||
Robert G. Stone, Jr. | 105,102 | (7) | 28,500 | (7) | 35,487 | 169,089 | |||||||||||||||
Richard C. Webb | 2,881 | 2,881 | |||||||||||||||||||
NAMED EXECUTIVES | |||||||||||||||||||||
Mark R. Buese | 10,578 | 31,333 | 41,911 | ||||||||||||||||||
Norman W. Nolen | 68,882 | 2,766 | 71,648 | ||||||||||||||||||
Steven P. Valerius | 25,271 | (8) | 46,843 | (9) | 72,114 | ||||||||||||||||
Directors and Executive Officers as a group (17 in number) | 2,060,882 | 73,185 | 800,507 | 2,934,574 | 11.0 | % |
Shares of Common Stock | ||||||||||||||||||||
Beneficially Owned on March 1, 2007 | ||||||||||||||||||||
Voting or | Percent of | |||||||||||||||||||
Investment | Right to | Common | ||||||||||||||||||
Direct(1) | Power(2) | Acquire(3) | Total(4) | Stock(5) | ||||||||||||||||
DIRECTORS | ||||||||||||||||||||
C. Sean Day | 5,582 | 64,068 | 69,650 | |||||||||||||||||
Bob G. Gower | 56,240 | 74,068 | 130,308 | |||||||||||||||||
Walter E. Johnson | 18,240 | 6,000 | 24,240 | |||||||||||||||||
William M. Lamont, Jr. | 24,284 | (6) | 48,000 | 72,284 | ||||||||||||||||
C. Berdon Lawrence | 1,665,563 | 514,227 | (7) | 768,756 | 2,948,546 | 5.5 | % | |||||||||||||
David L. Lemmon | 1,000 | 16,000 | 17,000 | |||||||||||||||||
Monte J. Miller | 1,000 | 17,988 | 18,988 | |||||||||||||||||
George A. Peterkin, Jr. | 295,394 | (8) | 94,906 | (8) | 49,218 | 439,518 | ||||||||||||||
Joseph H. Pyne | 472,580 | 121,000 | 593,580 | 1.1 | % | |||||||||||||||
NAMED EXECUTIVES | ||||||||||||||||||||
Norman W. Nolen | 61,832 | 22,142 | 83,974 | |||||||||||||||||
Dorman L. Strahan | 38,741 | 48,016 | 86,757 | |||||||||||||||||
Steven P. Valerius | 55,106 | (9) | 36,756 | 91,862 | ||||||||||||||||
Directors and Executive Officers as a group (16 in number) | 2,758,972 | 609,133 | 1,403,006 | 4,771,111 | 8.8 | % |
(1) | Shares owned as of March 1, 2007 and held individually or jointly with others, or in the name of a bank, broker or nominee for the individual’s account. Also includes shares held under the Company’s 401(k) Plan. | |
(2) | Shares with respect to which | |
(3) | Shares with respect to which | |
(4) | Includes 1,610,657 shares beneficially owned by Mr. Lawrence, 295,394 shares beneficially owned by Mr. Peterkin and 95,874 shares beneficially owned by Mr. Pyne (for a total of 2,001,925 shares) that are held in margin accounts with brokerage firms, and are therefore pledged as collateral for margin loans, if any, | |
(5) | No percent of class is shown for holdings of less than 1%. | |
(6) | Does not include |
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Owned by a limited partnership of which entities wholly owned by Mr. Lawrence and his wife are the general partners. | ||
(8) | Does not include | |
Does not include | ||
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Number of Shares | Percent | |||||||
Name and Address | Beneficially Owned(1) | of Class | ||||||
PRIMECAP Management Company | 2,034,688 | (2) | 7.7% | |||||
225 South Lake Avenue, Suite 400 | ||||||||
Pasadena, California 91101 | ||||||||
C. Berdon Lawrence | 1,639,899 | (3) | 6.2% | |||||
55 Waugh Drive, Suite 1000 | ||||||||
Houston, Texas 77007 |
stock, based on filings with the SEC:
Number of Shares | Percent | |||||||
Name and Address | Beneficially Owned | of Class(1) | ||||||
Select Equity Group, Inc. and Select Offshore Advisors, LLC | 5,935,074 | (2) | 11.2 | % | ||||
380 Lafayette Street, 6th Floor | ||||||||
New York, New York 10003 | ||||||||
PRIMECAP Management Company | 3,975,376 | (3) | 7.5 | % | ||||
225 South Lake Avenue, Suite 400 | ||||||||
Pasadena, California 91101 | ||||||||
C. Berdon Lawrence | 2,948,546 | (4) | 5.5 | % | ||||
55 Waugh Drive, Suite 1000 | ||||||||
Houston, Texas 77007 |
(1) | Based on the Company’s outstanding shares of common stock on March 1, 2007. | |
(2) | Based on Schedule 13G, dated December 31, 2006, filed by Select Equity Group, Inc. and Select Offshore Advisors, LLC with the SEC. | |
(3) | Based on Schedule 13F, dated December 31, 2006, filed by PRIMECAP Management Company with the SEC. | |
(4) | Based on Form 4, dated January 26, 2007, filed by Mr. Lawrence with the SEC. Includes 768,756 shares with respect to which Mr. Lawrence has the right to acquire beneficial | |
Theof the Board of Directors of the Company has a standing Compensation Committee whose functions arethe authority and responsibility to (1) determine the salaries for executive officers of the Company, (2) administer the Company’s annual incentive bonus program, (3) administer all of the Company’s stock option and incentive compensation plans and grant stock options and other awards under the plans (except those plans under which grants of options are automatic) and (4) review and make recommendations to the Board of Directors with respect to incentive and equity-based compensation plans and any other forms of compensation for executive officers of the Company. The Compensation Committee held five meetings in 2005. In 2005, the Board of Directors did not reject or modify in any material way any action or recommendation of the Compensation Committee. The
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• | review and make recommendations to the Committee with respect to the Company’s incentive and equity-based compensation plans generally; | |
• | perform a marketplace analysis of the Company’s long-term incentive compensation program and make recommendations with respect to the structure of awards to the participants in the program; | |
• | advise on market practices for the calculation of payments under performance awards granted in prior years under the Company’s long-term incentive compensation program; and | |
• | update the Committee on current and anticipated trends in executive compensation. |
• | to attract and retain senior executives with competitive compensation opportunities; | |
• | to achieve consistent performance over time; and | |
• | to achieve performance that results in increased profitability and stockholder value. |
• | performance that contributes to the long-term growth and stability of the Company and the effectiveness of management in carrying out strategic objectives identified for the Company (through the base salary); | |
• | the financial and operational success of the Company for the current year (through the annual incentive plan); and | |
• | the future growth and profitability of the Company (through long-term incentive compensation awards). |
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There was one extraordinary element
Compensation
The Then in setting the Company’s overall salary budget for 2006, management and the Compensation Committee recognizes the difficulties in establishing a peer group of companies for compensation comparison purposes because there are few publicly traded marine transportation companies of similar size and none with a similar service mix. Some other marine transportation companies are limited partnerships or subsidiaries of larger public corporations, making comparisons difficult and resulting in the need to consider an expanded universe of companies for comparisons.
In setting executive officer salaries for 2005, the Committee considered the Company’s strong performance in 20042005 on financial, operational and strategic levels, and individual performance of the officers, as well as independent survey information indicating that executiveprojected 31/2-4% increases in salary budgets for 2006 for all categories of employees at a broad range of companies, and increased the 2006 salary budget, which included both merit and promotional salary increases, for 2005 would generally beall shore-based employees by 41/2% over 2005. Salary increases for the named executive officers for 2006 were in the 3–3 1/2%1/2-4% range, with one exception. In July, the Committee approved an additional 16% increase in the base salary of Mr. Strahan based on his increased responsibilities following the acquisition of Global Power Holding Company and decided to increase salaries for executive officers by 3% over 2004 levels.
on internal salary comparisons.
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an amount up to 3% of an employee’s base salary.
Section 162(m)an automobile allowance that is given to approximately 60 executive and management employees, payment of the Internal Revenue Code generally disallowscost of club memberships that are used for both business and personal purposes and the payment of a tax deduction to public companies for compensation over $1 million paidportion of the cost of financial planning services provided to the Chief Executive Officer and the four other most highly compensated executive officers. Certain performance-based compensation, however, is specifically exempt fromChief Financial Officer during 2006. The Compensation Committee believes the deduction limit. The Committee does take steps to qualify compensation for deductibility topersonal benefits are reasonable in amount and help the extent practical, but may award compensation that is not deductible when such an award would be in the Company’s best interests.
Company attract and retain key employees.
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Summary Annual and Long-Term Compensation
The following table summarizes compensation earned by or paid to the Chief Executive Officer and the four other highest paid executive officers (the “named executive officers”) for the last three fiscal years:
Long Term Compensation | |||||||||||||||||||||||||||||
Awards | |||||||||||||||||||||||||||||
Annual Compensation | Restricted | ||||||||||||||||||||||||||||
Name and | Stock | Shares Subject | LTIP | All Other | |||||||||||||||||||||||||
Principal Position | Year | Salary | Bonus | Awards(1) | to Options | Payouts(2) | Compensation(3) | ||||||||||||||||||||||
Joseph H. Pyne | 2005 | $ | 577,160 | $ | 861,069 | $ | 881,800 | 33,300 | $ | 571,865 | $ | — | |||||||||||||||||
President, Director and | 2004 | 560,560 | 605,714 | 848,125 | 26,032 | — | 35,206 | ||||||||||||||||||||||
Chief Executive Officer | 2003 | 539,360 | 485,109 | 494,750 | 52,063 | — | 33,623 | ||||||||||||||||||||||
C. Berdon Lawrence | 2005 | $ | 443,860 | $ | 658,919 | 396,810 | 30,000 | $ | — | $ | — | ||||||||||||||||||
Chairman of the Board | 2004 | 431,160 | 463,516 | 55,000 | — | 35,206 | |||||||||||||||||||||||
2003 | 414,960 | 371,246 | 55,000 | — | 33,623 | ||||||||||||||||||||||||
Steven P. Valerius | 2005 | $ | 330,760 | $ | 387,416 | $ | 251,313 | 9,500 | $ | 222,586 | $ | — | |||||||||||||||||
President of Kirby Inland | 2004 | 321,360 | 273,874 | 224,109 | 8,879 | — | 35,206 | ||||||||||||||||||||||
Marine, LP | 2003 | 309,360 | 209,370 | 168,783 | 17,758 | — | 33,623 | ||||||||||||||||||||||
Norman W. Nolen | 2005 | $ | 277,160 | $ | 315,870 | $ | 220,450 | 8,300 | $ | 176,601 | $ | — | |||||||||||||||||
Executive Vice President | 2004 | 269,360 | 222,222 | 209,860 | 8,315 | — | 35,206 | ||||||||||||||||||||||
and Chief Financial Officer | 2003 | 259,360 | 177,975 | 158,052 | 16,630 | — | 33,623 | ||||||||||||||||||||||
Mark R. Buese | 2005 | $ | 215,360 | $ | 242,977 | $ | 94,005 | 2,500 | $ | — | $ | — | |||||||||||||||||
Senior Vice President- | 2004 | 202,960 | 165,470 | 27,140 | 6,000 | — | 33,249 | ||||||||||||||||||||||
Administration | 2003 | 177,060 | 119,386 | 8,000 | — | 28,193 |
Change in | ||||||||||||||||||||||||||||||||
Pension | ||||||||||||||||||||||||||||||||
Value and | ||||||||||||||||||||||||||||||||
Non-Qualified | ||||||||||||||||||||||||||||||||
Non-Equity | Deferred | |||||||||||||||||||||||||||||||
Stock | Option | Incentive Plan | Compensation | All Other | ||||||||||||||||||||||||||||
Name and Principal Position | Year | Salary | Awards(1) | Awards(1) | Compensation(2) | Earnings(3) | Compensation(4) | Total | ||||||||||||||||||||||||
Joseph H. Pyne | 2006 | $ | 590,600 | $ | 707,569 | $ | 436,334 | $ | 1,418,007 | $ | 15,391 | $ | 38,778 | $ | 3,206,679 | |||||||||||||||||
President, Director and Chief Executive Officer | ||||||||||||||||||||||||||||||||
Norman W. Nolen | 2006 | 278,500 | 180,645 | 110,995 | 482,404 | — | 37,868 | 1,090,412 | ||||||||||||||||||||||||
Executive Vice President and Chief Financial Officer | ||||||||||||||||||||||||||||||||
C. Berdon Lawrence | 2006 | 451,900 | 170,450 | 483,553 | 588,103 | 30,540 | 27,554 | 1,752,100 | ||||||||||||||||||||||||
Chairman of the Board | ||||||||||||||||||||||||||||||||
Steven P. Valerius | 2006 | 334,300 | 198,059 | 124,673 | 584,333 | 4,645 | 20,331 | 1,266,341 | ||||||||||||||||||||||||
President of Kirby Inland Marine, LP | ||||||||||||||||||||||||||||||||
Dorman L. Strahan | 2006 | 211,275 | 48,667 | 29,115 | 293,726 | — | 19,216 | 601,999 | ||||||||||||||||||||||||
President of Kirby Engine Systems, Inc. |
(1) | The amounts included in the | |
(2) | Amounts include annual incentive compensation payments calculated under the 2006 incentive bonus plan and performance award payouts in 2006 for the | |
(3) | The amount for Mr. Pyne reflects the aggregate change during 2006 in the present value of his accumulated benefit under a Deferred Compensation Agreement with Kirby Inland Marine, LP. The amount for Mr. Lawrence reflects the change in present value of accrued benefits during 2006 from the Kirby Pension Plan. The amount for Mr. Valerius reflects the change in present value of accrued benefits during 2006 from the Kirby Pension Plan and an unfunded defined benefit executive retirement plan (“SERP”) that was assumed in the Company’s acquisition of Hollywood Marine, Inc. (“Hollywood”) in 1999. Since Mr. Lawrence’s and Mr. Valerius’ benefits in both plans were frozen as of December 31, 1999, the change in present value is due only to changes in assumptions and the passage of time. | |
(4) | Amounts include an automobile allowance, club memberships, and personal financial planning services for Mr. Pyne and Mr. Nolen, and an automobile allowance and club memberships for Mr. Lawrence, Mr. Valerius and Mr. Strahan. The Company’s contributions under the Company’s Profit Sharing Plan |
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Compensation Plan for Key |
All Other | All Other | |||||||||||||||||||||||||||||||||||
Stock | Option | Exercise | Grant Date | |||||||||||||||||||||||||||||||||
Awards: | Awards: | or Base | Closing | Fair Value | ||||||||||||||||||||||||||||||||
Estimated Future Payouts | Number of | Number of | Price of | Market | of Stock | |||||||||||||||||||||||||||||||
Under Non-Equity Incentive | Shares of | Securities | Option | Price on | and | |||||||||||||||||||||||||||||||
Plan Awards(1) | Stock or | Underlying | Awards | Date of | Option | |||||||||||||||||||||||||||||||
Grant | Threshold | Target | Maximum | Units(2) | Options(3) | ($/sh)(4) | Grant(4) | Awards(5) | ||||||||||||||||||||||||||||
Name | Date | $ | $ | $ | # | # | $ | $ | $ | |||||||||||||||||||||||||||
Joseph H. Pyne | 02/15/06 | $ | 241,849 | $ | 1,209,245 | $ | 2,418,490 | 41,118 | 73,608 | $ | 27.60 | $ | 27.85 | $ | 1,761,364 | |||||||||||||||||||||
Norman W. Nolen | 02/15/06 | 48,420 | 242,100 | 484,200 | 9,000 | 16,600 | 27.60 | 27.85 | 389,689 | |||||||||||||||||||||||||||
C. Berdon Lawrence | 02/15/06 | — | — | — | 18,000 | 60,000 | 27.60 | 27.85 | 1,007,445 | |||||||||||||||||||||||||||
Dorman L. Strahan | 02/15/06 | 12,480 | 62,400 | 124,800 | 2,200 | 4,200 | 27.60 | 27.85 | 96,468 | |||||||||||||||||||||||||||
Steven P. Valerius | 02/15/06 | 55,240 | 276,200 | 552,400 | 10,000 | 19,000 | 27.60 | 27.85 | 437,715 |
(1) | Amounts shown represent long-term performance awards made to four of the five named executive officers in 2006 for the2006-2008 performance period under the Company’s long-term incentive compensation program. The performance awards are based on a three-year performance period beginning January 1, 2006. The percentage of the target award paid at the end of the performance period will be based on the achievement by the Company (in the case of Mr. Pyne and Mr. Nolen) or by the Company and its business groups (in the case of Mr. Valerius and Mr. |
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Stock Options Granted, Option Exercises and Year End Value
The following table includes information on grants of stock options during 2005 to the five named executive officers. The amounts shown for the named executive officers as potential realizable value for such options are based on assumed annual rates of stock price appreciation of 0%, 5% and 10% over the full five-year terms of the options granted. The amounts shown as potential realizable value for all stockholders as a group represent the corresponding increases in the market value of 25,970,766 outstanding shares of common stock held by all stockholders as of December 31, 2005. The potential realizable values are based solely on arbitrarily assumed rates of appreciation required by applicable SEC regulations. Actual gains, if any, on stock option exercises are dependent on the future performance of the common stock and overall market conditions. There can be no assurance that the amounts reflected in this table will be achieved.
Stock Options Granted in 2005
Potential Realized Value at Assumed | ||||||||||||||||||||||||||||
Annual Rates of Stock Price | ||||||||||||||||||||||||||||
Individual Grants | Appreciation for Option Term(3) | |||||||||||||||||||||||||||
% of Total | ||||||||||||||||||||||||||||
Options | 0% | 5% | 10% | |||||||||||||||||||||||||
Granted to | Exercise | Annual | Annual | Annual | ||||||||||||||||||||||||
Options | Employees | or Base | Expiration | Growth | Growth | Growth | ||||||||||||||||||||||
Name | Granted(1) | in 2005 | Price | Date | Rate(2) | Rate(2) | Rate(2) | |||||||||||||||||||||
Mark R. Buese | 2,500 | 2.31 | % | $ | 41.78 | 01/24/10 | $ | 0 | $ | 28,858 | $ | 63,768 | ||||||||||||||||
C. Berdon Lawrence | 30,000 | 27.73 | % | 44.09 | 03/02/10 | 0 | 365,439 | 807,522 | ||||||||||||||||||||
Norman W. Nolen | 8,300 | 7.67 | % | 44.09 | 03/02/10 | 0 | 101,105 | 223,414 | ||||||||||||||||||||
Joseph H. Pyne | 33,300 | 30.78 | % | 44.09 | 03/02/10 | 0 | 405,637 | 896,349 | ||||||||||||||||||||
Steven P. Valerius | 9,500 | 8.78 | % | 44.09 | 03/02/10 | 0 | 115,722 | 255,715 | ||||||||||||||||||||
All stockholders as a group | N/A | N/A | 52.17 | (4) | N/A | 0 | 374,332,233 | (4) | 827,176,688 | (4) |
the participating executive officers cannot be determined until the remaining two years of the performance period are completed. | ||
(2) | Represents the number of shares awarded in 2006 for restricted stock awards under the Company’s 2005 Stock and Incentive Plan. The restricted stock awards vest 20% annually following the original award date. | |
(3) | Represents the number of stock options awarded in 2006 under the Company’s 2005 Stock and Incentive Plan. These options become one-third exercisable | |
The exercise price for all options is the fair market value | ||
The grant date fair values are calculated based on the provisions of SFAS 123R. Restricted shares are valued at the average of the high and low prices of the Company’s common stock on the date of grant. The Black-Scholes option pricing model is used to estimate the fair value |
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Option Awards | ||||||||||||||||||||||||||||||||
Number of | Number of | Stock Awards | ||||||||||||||||||||||||||||||
Securities | Securities | Number of | Market Value of | |||||||||||||||||||||||||||||
Underlying | Underlying | Option | Shares or Units | Shares or Units | ||||||||||||||||||||||||||||
Unexercised | Unexercised | Exercise | Option | of Stock That | of Stock That | |||||||||||||||||||||||||||
Options(#) | Options(#) | Price | Expiration | Have Not | Have Not | |||||||||||||||||||||||||||
Name | Exercisable | Unexercisable(1) | ($) | Date | Vested(#)(2) | Vested($)(3) | ||||||||||||||||||||||||||
Joseph H. Pyne | 34,708 | 17,356 | $ | 16.96 | 01/26/09 | 122,482 | $ | 4,180,311 | ||||||||||||||||||||||||
22,200 | 44,400 | 22.05 | 03/02/10 | |||||||||||||||||||||||||||||
— | 73,608 | 27.60 | 02/15/11 | |||||||||||||||||||||||||||||
Norman W. Nolen | — | 5,544 | 16.96 | 01/26/09 | 30,608 | 1,044,651 | ||||||||||||||||||||||||||
5,532 | 11,068 | 22.05 | 03/02/10 | |||||||||||||||||||||||||||||
— | 16,600 | 27.60 | 02/15/11 | |||||||||||||||||||||||||||||
C. Berdon Lawrence | 36,668 | — | 12.78 | 01/27/08 | 32,400 | 1,105,812 | ||||||||||||||||||||||||||
36,666 | 36,666 | 16.96 | 01/26/09 | |||||||||||||||||||||||||||||
20,000 | 40,000 | 22.05 | 03/02/10 | |||||||||||||||||||||||||||||
— | 60,000 | 27.60 | 02/15/11 | |||||||||||||||||||||||||||||
Dorman L. Strahan | 20,000 | — | 8.95 | 01/18/09 | 8,182 | 279,252 | ||||||||||||||||||||||||||
9,526 | — | 14.09 | 02/07/07 | |||||||||||||||||||||||||||||
9,526 | — | 12.78 | 01/27/08 | |||||||||||||||||||||||||||||
3,176 | 1,588 | 16.96 | 01/26/09 | |||||||||||||||||||||||||||||
1,400 | 2,800 | 22.05 | 03/02/10 | |||||||||||||||||||||||||||||
— | 4,200 | 27.60 | 02/15/11 | |||||||||||||||||||||||||||||
Steven P. Valerius | 11,838 | 5,920 | 16.96 | 01/26/09 | 33,652 | 1,148,543 | ||||||||||||||||||||||||||
6,332 | 12,668 | 22.05 | 03/02/10 | |||||||||||||||||||||||||||||
— | 19,000 | 27.60 | 02/15/11 |
(1) | The unexercisable options held by the named executive officers vest, or become exercisable, as follows: |
(i) | Mr. Pyne: 17,356 options on January 26, 2007, 24,536 options on February 15, 2007, 22,200 options on March 2, 2007, 24,536 options on February 15, 2008, 22,200 options on March 2, 2008 and 24,536 options on February 15, 2009. | |
(ii) | Mr. Nolen: 5,544 options on January 26, 2007, 5,532 options on February 15, 2007, 5,534 options on March 2, 2007, 5,534 options on February 15, 2008, 5,534 options on March 2, 2008 and 5,534 options on February 15, 2009. | |
(iii) | Mr. Lawrence: 36,666 options on January 26, 2007, 20,000 options on February 15, 2007, 20,000 options on March 2, 2007, 20,000 options on February 15, 2008, 20,000 options on March 2, 2008 and 20,000 options on February 15, 2009. | |
(iv) | Mr. Strahan: 1,588 options on January 26, 2007, 1,400 options on February 15, 2007, 1,400 options on March 2, 2007, 1,400 options on February 15, 2008, 1,400 options on March 2, 2008 and 1,400 options on February 15, 2009. | |
(v) | Mr. Valerius: 5,920 options on January 26, 2007, 6,332 options on February 15, 2007, 6,334 options on March 2, 2007, 6,334 options on February 15, 2008, 6,334 options on March 2, 2008 and 6,334 options on February 15, 2009. |
(2) | The vesting dates of the restricted stock awards for the named executive officers |
(i) | Mr. Pyne was awarded: 19,364 shares on February 7, 2002 of |
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2009 and 2010; 41,118 shares on February 15, 2006 of which 8,222 shares vested on February 15, 2007 with 8,224 shares vesting on each of February 15, 2008, 2009, 2010 and 2011. | ||
Mr. Nolen was awarded: 6,186 shares on February 7, 2002 of which 1,238 shares vested on each of February 7, 2003, 2004 and 2005 and 1,236 shares vested on each of February 7, 2006 and 2007; 12,372 shares on January 27, 2003 of which 2,474 shares vested on each of January 27, 2004, 2005, 2006 and 2007 with 2,476 shares vesting on January 27, 2008; 12,372 shares on January 26, 2004 of which 2,476 shares vested on January 26, 2005, 2,474 shares vested on each of January 26, 2006 and 2007 with 2,474 shares vesting on each of January 26, 2008 and 2009; 10,000 shares on March 2, 2005 of which 2,000 shares vested on each of March 2, 2006 and 2007 with 2,000 shares vesting on each of March 2, 2008, 2009 and 2010; 9,000 shares on February 15, 2006 of which 1,800 shares vested on February 15, 2007 with 1,800 shares vesting on each of February 15, 2008, 2009, 2010 and 2011. | ||
(iii) | Mr. Lawrence was awarded: 18,000 shares on March 2, 2005 of which 3,600 shares vested on March 2, 2006 and 2007 with 3,600 shares vesting on each of March 2, 2008, 2009 and 2010; 18,000 shares on February 15, 2006 of which 3,600 shares vested on February 15, 2007 with 3,600 shares vesting on each of February 15, 2008, 2009, 2010 and 2011. | |
(iv) | Mr. Strahan was awarded: 1,772 shares on February 7, 2002 of which 356 shares vested on February 7, 2003 and 354 shares vested on each of February 7, 2004, 2005, 2006 and 2007; 3,544 shares on January 27, 2003 of which 708 shares vested on each of January 27, 2004, 2005 and 2006, 710 shares vested on January 27, 2007 with 710 shares vesting on January 27, 2008; 3,544 shares on January 26, 2004 of which 708 shares vested on each of January 26, 2005, 2006 and 2007 with 710 shares vesting on each of January 26, 2008 and 2009; 2,600 shares on March 2, 2005 of which 520 shares vested on each of March 2, 2006 and 2007 with 520 shares vesting on each of March 2, 2008, 2009 and 2010; 2,200 shares on February 15, 2006 of which 440 shares vested on February 15, 2007 with 440 shares vesting on each of February 15, 2008, 2009, 2010 and 2011. | |
(v) | Mr. Valerius was awarded: 6,606 shares on February 7, 2002 of which 1,322 shares vested on each of February 7, 2003, 2004 and 2005 and 1,320 shares vested on each of February 7, 2006 and 2007; 13,212 shares on January 27, 2003 of which 2,642 shares vested on each of January 27, 2004, 2005, 2006 and 2007 with 2,644 shares vesting on January 27, 2008; 13,212 shares on January 26, 2004 of which 2,644 shares vested on January 26, 2005, 2,642 shares vested on each of January 26, 2006 and 2007 with 2,642 shares vesting on each of January 26, 2008 and 2009; 11,400 shares on March 2, 2005 of which 2,280 shares vested on each of March 2, 2006 and 2007 with 2,280 shares vesting on each of March 2, 2008, 2009 and 2010; 10,000 shares on February 15, 2006 of which 2,000 shares vested on February 15, 2007 with 2,000 shares vesting on each of February 15, 2008, 2009, 2010 and 2011. |
(3) | The market value of the shares of restricted stock that had not vested as |
15
The following table summarizes for each of the named executive officers their option exercises in 2005 and the value of their options at December 31, 2005:
Number of Shares | ||||||||||||||||||||||||
Underlying Unexercised | Value of Unexercised | |||||||||||||||||||||||
Options at | In-The-Money Options at | |||||||||||||||||||||||
Shares | December 31, 2005 | December 31, 2005(2) | ||||||||||||||||||||||
Acquired on | Value | |||||||||||||||||||||||
Name | Exercise | Realized(1) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Mark R. Buese | 13,000 | $ | 411,688 | 66,833 | 9,167 | $ | 2,063,257 | $ | 169,942 | |||||||||||||||
C. Berdon Lawrence | 165,000 | 4,265,634 | — | 85,000 | — | 1,399,422 | ||||||||||||||||||
Norman W. Nolen | 137,716 | 4,509,832 | 2,771 | 19,388 | 50,564 | 315,788 | ||||||||||||||||||
Joseph H. Pyne | 498,000 | 15,229,363 | 95,448 | 68,010 | 2,331,499 | 1,047,688 | ||||||||||||||||||
Steven P. Valerius | 17,758 | 437,823 | 34,797 | 21,340 | 1,031,265 | 342,361 |
Option Awards | Stock Awards | |||||||||||||||||||||||
Number of Shares | Number of Shares | |||||||||||||||||||||||
Acquired on | Value Realized | Acquired on | Value Realized | |||||||||||||||||||||
Name | Exercise | on Exercise(1) | Vesting | on Vesting(2) | ||||||||||||||||||||
Joseph H. Pyne | 208,252 | $ | 4,229,858 | 29,618 | $ | 843,019 | ||||||||||||||||||
Norman W. Nolen | 22,174 | 278,205 | 8,184 | 232,356 | ||||||||||||||||||||
C. Berdon Lawrence | — | — | 3,600 | 109,287 | ||||||||||||||||||||
Dorman L. Strahan | 64,000 | 1,144,740 | 2,290 | 64,913 | ||||||||||||||||||||
Steven P. Valerius | 75,516 | 2,190,959 | 8,884 | 252,513 |
(1) | Based on the average of the high and low | |
(2) | Based on |
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Years of | Present Value of | |||||||||
Credited | Accumulated | |||||||||
Name | Plan Name | Service | Benefit | |||||||
Joseph H. Pyne | Kirby Inland Marine LP — | — | $ | 252,178 | ||||||
Deferred Compensation Plan(1) | ||||||||||
C. Berdon Lawrence | Kirby Pension Plan(2) | 29 | 846,566 | |||||||
Steven P. Valerius | Kirby Pension Plan(2) | 21 | 125,640 | |||||||
Supplemental Executive | 21 | 223,746 | ||||||||
Retirement Plan(3) |
(1) | Kirby Inland Marine, LP has an unfunded Deferred Compensation Agreement with Mr. Pyne in connection with his previous employment as its President. Mr. Pyne has enough years of service to qualify for the maximum payment of $4,175 per month under the agreement. The agreement provides for benefits to Mr. Pyne totaling $4,175 per month commencing upon the later of his severance from the employment of the Company or his 65th birthday and continuing until the month of his death. If Mr. Pyne should die prior to receiving such deferred compensation, the agreement provides for monthly payments to his beneficiary for a period of not less than 60 nor more than 120 months, depending on the circumstances. The agreement also provides that no benefits will be paid if Mr. Pyne is terminated for a “wrongful action” (as defined in the agreement). | |
(2) | The Company sponsors a defined benefit plan, the Kirby Pension Plan, for vessel personnel and shore based tankermen employed by certain subsidiaries of the Company. Shoreside personnel employed by Hollywood prior to its merger with a subsidiary of the Company in 1999, including Mr. Lawrence and Mr. Valerius, also are participants in the Kirby Pension Plan, but ceased to accrue additional benefits effective December 31, | |
(3) | The Company also has an unfunded SERP that was assumed in the Hollywood acquisition in which Mr. Valerius is a participant. That plan ceased to accrue additional benefits effective December 31, 1999. |
Registrant | ||||||||||||
Contributions in | Aggregate | Aggregate | ||||||||||
Last Fiscal | Earnings in Last | Balance at | ||||||||||
Name | Year(1) | Fiscal Year(2) | Last Fiscal Year End | |||||||||
Joseph H. Pyne | $ | — | $ | 62,692 | $ | 959,759 | ||||||
Norman W. Nolen | — | 6,829 | 77,797 | |||||||||
C. Berdon Lawrence | — | 24,132 | 275,370 | |||||||||
Steven P. Valerius | — | 10,599 | 345,178 |
(1) | The Company has an unfunded, nonqualified Deferred Compensation Plan for Key Employees which was adopted in October 1994, effective January 1, 1992. The Plan is designed primarily to provide additional benefits to eligible employees to restore benefits to which they would be entitled under the Company’s Profit Sharing Plan and 401(k) Plan were it not for certain limits imposed by the Internal Revenue Code. The benefits under the Deferred Compensation Plan are designed to restore benefits for employees being compensated in excess of a certain level ($220,000 for 2006). Contributions for 2006, which would otherwise be included in this column, have not been determined as of the date of this Proxy Statement. For 2005, the Company’s contributions under the Deferred Compensation Plan for Key Employees were as follows: $62,740 to Mr. Pyne, $10,540 to Mr. Nolen, $39,546 to Mr. Lawrence and $19,867 to Mr. Valerius. | |
(2) | Earnings on deferred compensation under the Deferred Compensation Plan for Key Employees are calculated in the same manner and at the same rate as earnings on externally managed investments of salaried employees participating in the Company’s Profit Sharing Plan. |
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The following table provides information as of December 31, 2005 with respect to shares of the Company’s common stock that may be issued under the existing equity compensation plans, including the Company’s 1989 Employee Stock Option Plan, the 1994 Employee Stock Option Plan, the 1996 Employee Stock Option Plan, the 2001 Employee Stock Option Plan, the 2002 Stock and Incentive Plan, the 2005 Stock and Incentive Plan, the 1989 Director Stock Option Plan, the 1994 Nonemployee Director Stock Option Plan and the 2000 Nonemployee Director Stock Option Plan:
Number of Securities | |||||||||||||
Remaining Available | |||||||||||||
for Future Issuance | |||||||||||||
Number of | Under Equity | ||||||||||||
Securities to be | Compensation Plans | ||||||||||||
Issued Upon | Weighted-Average | (Excluding Securities | |||||||||||
Exercise of | Exercise Price of | Reflected in First | |||||||||||
Plan Category | Outstanding Options | Outstanding Options | Column) | ||||||||||
Equity compensation plans approved by stockholders | 928,106 | $ | 28.85 | 1,133,325 | |||||||||
Equity compensation plans not approved by stockholders(1) | 148,361 | $ | 29.46 | 124,593 | |||||||||
Total | 1,076,467 | $ | 28.93 | 1,257,918 | |||||||||
Number of Securities | ||||||||||||
Remaining Available | ||||||||||||
for Future Issuance | ||||||||||||
Number of | Under Equity | |||||||||||
Securities to be | Compensation Plans | |||||||||||
Issued Upon | Weighted-Average | (Excluding Securities | ||||||||||
Exercise of | Exercise Price of | Reflected in First | ||||||||||
Plan Category | Outstanding Options | Outstanding Options | Column) | |||||||||
Equity compensation plans approved by stockholders | 1,124,317 | $ | 18.42 | 1,837,270 | ||||||||
Equity compensation plans not approved by stockholders(1) | 291,316 | $ | 19.11 | 173,690 | ||||||||
Total | 1,415,633 | $ | 18.56 | 2,010,960 | ||||||||
(1) | The only plan included in the table that was adopted without stockholder approval was the 2000 Nonemployee Director Stock Option Plan, the material features of which are summarized under |
16
The following table summarizes long-term incentive compensation
Performance or Other | ||||||||||||||||||||
Period Until | ||||||||||||||||||||
Number of Shares, | Maturation or | |||||||||||||||||||
Name | Units or Other Rights | Payout | Threshold(1) | Target | Maximum | |||||||||||||||
Norman W. Nolen | 3 years | $ | 48,420 | $ | 242,100 | $ | 484,200 | |||||||||||||
Joseph H. Pyne | 3 years | 194,000 | 970,000 | 1,940,000 | ||||||||||||||||
Steven P. Valerius | 3 years | 55,240 | 276,200 | 552,400 |
officers outstanding options to acquire Company common stock would have become immediately exercisable. The long-term performanceoptions were granted at a price equal to the fair market value of the Company’s common stock on the date of grant, vest in equal increments over three years and have a term of five years. Restricted stock awards madegranted to the named executive officers would have immediately vested. The restricted stock awards vest in 2005 were based on achievement on a cumulative basisequal increments over a three-yearfive years. Performance awards would have been considered earned so that holders of the awards would have been entitled to receive the target performance award the holder could have earned for the proportionate part of the performance period of the Company’s EBITDA (net earnings before interest expense, taxes on income, depreciation and amortization), return on total capital and earnings per share targets established under the Company’s annual incentive bonus plan.
Compensation Agreements
Kirby Inland Marine, LP has a Deferred Compensation Agreement with Mr. Pyne in connection with his previous employment as its President. The agreement provides for benefits to Mr. Pyne totaling $4,175 per month commencing upon the later of his severance from the employment of the Company or his 65th birthday and continuing until the month of his death. If Mr. Pyne should die prior to receiving such deferred compensation, the agreement provides for monthly payments to his beneficiary for a periodchange in control. The outstanding options would have become immediately exercisable and the restricted stock award and performance awards would have become immediately vested regardless of sixty months. The agreement also provides that no benefits will be paid if Mr. Pyne is terminated for cause (as defined in the agreement).
The Company has an unfunded, nonqualified Deferred Compensation Plan for Key Employees which was adopted in October 1994, effective January 1, 1992. The Plan is designed primarily to provide additional benefits to eligible employees to restore benefits to which they would be entitled under the Company’s Profit Sharing Plan and 401(k) Plan were it not for certain limits imposed by the Internal Revenue Code. The benefits under the Deferred Compensation Plan are designed to restore benefits for employees being compensated in excess of a certain level ($220,000 per year under current rules). The following table discloses forwhether the named executive officersofficer was terminated or voluntarily terminated employment following the amountchange of contributions to the Deferred Compensation Plan for 2003 and 2004. Contributions for 2005 have not been determined ascontrol. The value of the date of this Proxy Statement.
Deferred | ||||||||
Compensation Plan | ||||||||
2004 | 2003 | |||||||
C. Berdon Lawrence | $ | 37,217 | $ | 34,558 | ||||
Norman W. Nolen | 9,436 | 8,401 | ||||||
Joseph H. Pyne | 59,435 | 55,469 | ||||||
Steven P. Valerius | 18,364 | 16,806 |
17
Common Stock Performance Graph
The performance graph below shows the cumulative total returnstock options and restricted stock awards is based on the Company’s closing market price of $34.13 per share on December 29, 2006, the last trading day before year-end.
Mr. Pyne’s stock options, he would have to pay an aggregate of $3,304,964 to purchase these shares. Accordingly, the maximum value of the accelerated vesting of the options would have been $1,315,009 ($34.13 per share value on December 29, 2006, multiplied by 135,364 shares minus $3,304,964, the aggregate exercise price of the options).
RATIFICATION OF THE AUDIT COMMITTEE’S SELECTION OF INDEPENDENT
The Audit Committee has selected KPMG LLP (“KPMG”)Mr. Pyne had 122,482 shares of Company restricted stock awards that were not vested as the Company’s independent registered public accountants for the fiscal year endingof December 31, 2006. KPMG served asIf a change of control had occurred on that date, the Company’s independent accountants for 2005. Although the Audit Committee has the sole authority and responsibility to select and evaluate the performance122,482 shares would have become fully vested. The maximum value of the independent accountants foraccelerated vesting of Mr. Pyne’s restricted stock awards would have been $4,180,311 ($34.13 per share value on December 29, 2006, multiplied by 122,482 restricted shares).
23
Ratificationmaximum value of the selection of KPMG requires the affirmative vote of a majorityaccelerated vesting of the options would have been $337,290 ($34.13 per share value on December 29, 2006, multiplied by 33,212 shares represented atminus $796,236, the meeting in person or by proxy. If the stockholders do not ratify the selection of KPMG, the Audit Committee will reconsider the selection. However, becauseaggregate exercise price of the difficulty and expenseoptions).
24
18
Representatives of KPMG are expected to be present at the 2006 Annual Meeting of Stockholders, with the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.
25
2005 | 2004 | ||||||||
Audit Fees | $ | 810,000 | $ | 899,000 | |||||
Audit-Related Fees | 66,000 | 75,000 | |||||||
Tax Fees | 12,000 | 16,000 | |||||||
TOTAL | $ | 888,000 | $ | 990,000 | |||||
2006 | 2005 | |||||||
Audit Fees | $ | 827,500 | $ | 810,000 | ||||
Audit-Related Fees | 80,000 | 66,000 | ||||||
Tax Fees | 33,000 | 12,000 | ||||||
TOTAL | $ | 940,500 | $ | 888,000 | ||||
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A-1
A-1
KIRBY CORPORATION55 Waugh Drive, Suite 1000P.O. Box 1745Houston, Texas 77251-1745
This Proxy is solicited on behalf of the Board of Directors of Kirby Corporation.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE FOLLOWING ITEMS:
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
Please execute this Proxy as your name(s) appear(s) hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or other fiduciary or representative capacity, please set forth the full title. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, limited liability company or other entity, please sign in entity name by authorized person.
Using ablack ink pen, mark your votes with an Xas shown in this example. Please do not write outside the designated areas. | x |
Annual Meeting Proxy Card | ||||||||
A | Proposals — The Board of Directors recommends a voteFOR all the nominees listed andFOR Proposal 2. | |||||||||||||||||||||||||
1. | Election of Directors: | For | Withhold | For | Withhold | For | Withhold | + | ||||||||||||||||||
01 — C. Sean Day | o | o | 02 — William M. Lamont, Jr. | o | o | 03 — C. Berdon Lawrence | o | o | ||||||||||||||||||
For | Against | Abstain | ||||||||||||||
2. | To ratify the selection of KPMG LLP as Kirby Corporation’s independent registered public accountants for 2007. | o | o | o | 3. In their discertion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. | |||||||||||
B | Non-Voting Items |
Change of Address— Please print new address below. | ||||
C | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. | ||||||||
Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | ||||||
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