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  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Kirby Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 5, 20192020

DEAR FELLOW STOCKHOLDERS,

On behalf of the Board of Directors (the “Board”), we cordially invite you to attend Kirby Corporation’s (“Kirby” or the “Company”) 20192020 Annual Meeting of Stockholders. Information concerning the matters to be voted upon at the meeting is contained in this Notice of the 20192020 Annual Meeting and our new enhanced Proxy Statement.

Looking back on 2018, we are pleased with our financial performance. During2019, the year we delivered recordcan be characterized by very different market conditions in each of our core businesses. In marine transportation, although inland operations were challenged by historic flooding on the Mississippi River System, improving market conditions and our recent investments in the inland and coastal fleets contributed to significant year-on-year growth in revenues and operating income. This was offset, however, by the impact of $2.97 billion, GAAP earnings per share of $1.31,a cyclical downturn in our oil and stronggas related distribution and services businesses. Overall, the Company generated significant free cash flow from operations of nearly $350 million. Excludingone-time items¹, earnings per sharewhich was $2.86, an increase of more than 40%year-on-year.used to fund growth in inland marine and pay down debt.

In the marine transportation, segment, we continuedcontinue to execute onmake strategic investments to improve the efficiency and average age of our strategyfleet. In March 2019, we completed the purchase of investing counter-cyclically, closing several meaningful acquisitions as our businesses started to emerge from the recent industry downturn. The acquisition of HigmanCenac Marine Inc.Services, LLC’s (“Higman”Cenac”), Targa Resources Corp’s pressure barge business, CGBM 100, LLC’s young marine transportation fleet including 63 inland tank barges, 34 inland towboats, and atwo offshore tugboats. We also invested in new155,000-barrel modern horsepower, delivering seven new inland towboats, two of which were constructed in our own shipyard, as well as three new state-of-the-art coastal tugboats. These investments, together with the commencement of operations for our new 155,000 barrel coastal articulated tugtank barge, unit were well-timed and lucrative transactions that strengthenhave strengthened Kirby’s fleet in our core markets and will enhance future profitability and stockholder returns in 2019 and beyond.returns.

In distribution and services, significant reductions in oilfield activity and customer spending in North America resulted in a challenging year for this segment. In response, we made significant progress ontook decisive actions to lower our cost structure, reduce working capital, and streamline our oil and gas related businesses so that we will emerge from the integrationdownturn as a stronger and more efficient company. Beyond oil and gas, our commercial and industrial portfolio had a strong year, with growth in the power generation, marine, and on-highway sectors. These diverse businesses are poised for further growth in the coming years and provide a base of Stewart & Stevenson, LLC (“Stewart & Stevenson”)stable financial performance.

In our Corporate functions, 2019 was a busy and successful year, with numerous projects completed which strengthen Kirby for future success, including: critical enhancements to our information technology and cybersecurity infrastructure; implementation of a new payroll and benefits tracking system; and improved financial flexibility through an increase in the term and size of our bank credit facility. At the Board level, we acquired in September 2017. This major acquisition changedenhanced the landscapeexperience and capabilities of the segment and diversified our portfolio. We’re pleasedBoard with the efforts the leadership teamelection of our tenth director, Tanya S. Beder. Ms. Beder brings a wealth of professional, financial, and our employees have madeacademic experience, as well as critical operational and risk management knowledge which will be invaluable to combine businesses, enhance the customer experience, and realize synergies and value. Within the first year, we fully realized the $25 million of synergies promised on the acquisition date, and more have been identified for 2019 and beyond.

During the year, we also enhanced our stockholder engagement and improved our communications with investors. In the spring, we hosted our first Analyst Day in more than 10 years, providing investors with anin-depth view into our key business segments and how we create value. In the summer, we released our first report of Corporate Sustainability, with emphasis on environmental and social topics. LateKirby in the year, we embarked on a redesign and enhancement of this 2019 Proxy Statement.years ahead. We hopeask that you findsupport the nomination of Ms. Beder in this document more informative and helpful in making your voting decisions this year.year’s proxy vote.

Your vote is important to us, regardless of the number of shares you hold or whether you plan to personally attend the meeting. Once you have reviewed the proxy materials and have made your decision, please vote your shares using one of the methods outlined in the Proxy Statement.

Thank you for your continued support and for investing in Kirby Corporation.

		Sincerely,   DAVID W. GRZEBINSKI President &and Chief Executive Officer

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

Dear Fellow Stockholders:
On behalf of the Board of Directors, we cordially invite you to attend the 20192020 Annual Meeting of Stockholders of Kirby Corporation to be held on Tuesday, April 30, 2019,28, 2020, at 10:00 a.m. (CDT). The meeting will be held at the Four Seasons Hotel, 1300 Lamar,Kirby’s Houston offices at 55 Waugh Drive, 11th Floor, Houston, Texas 77010.77007. We look forward to personally greeting those stockholders who will be able to attend the meeting.
Proposals to be voted on at the Kirby Corporation 20192020 Annual Meeting of Stockholders are as follows:
1.		1.  Election of three Class IIII directors;
2.		2.  Election of one Class II director;
3.		Ratification of the Audit Committee’s selection of KPMG LLP as Kirby’s independent registered public accounting firm for 2019;2020; and   3.
4.		Advisory vote on the approval of the compensation of Kirby’s named executive officers.
You have the right to receive this notice and vote at the Annual Meeting if you were a stockholder of record at the close of business on March 2, 2020. Please remember that your shares cannot be voted unless you sign and return the enclosed proxy card, vote in person at the Annual Meeting, or vote your shares via the phone or internet.
					We have enclosed a copy of Kirby Corporation’s Annual Report to stockholders, which includes the Annual Report on Form 10-K for 2019, this Notice of Annual Meeting, this Proxy Statement, and the proxy card in our mailing to stockholders, to be first sent on or about March 20, 2020. The mailing address of Kirby’s principal executive offices is P.O. Box 1745, Houston, Texas 77251-1745.

You have the right to receive this notice and vote at the Annual Meeting if you were a stockholder of record at the close of business on March 1, 2019. Please remember that your shares cannot be voted unless you sign and return the enclosed proxy card, vote in person at the Annual Meeting, or vote your shares via the phone or internet.

We have enclosed a copy of Kirby Corporation’s 2018 Annual Report to stockholders with this notice and Proxy Statement.

Your Vote is Important

Your vote is important. Whether you intend to attend the meeting or not, please ensure that your shares will be represented by completing, signing and returning your proxy card in the envelope provided, or by voting via the phone or internet.

In Person		Telephone800-690-6903		Internet www.proxyvote.com		Mail
		(800)690-6903		www.proxyvote.com		Fill out your proxy
card and submit by mail.						card and submit
						by mail.

Sincerely,

THOMAS G. ADLERAMY D. HUSTED

Vice President, General Counsel and Secretary

PROXY MATERIALS

This booklet contains the notice of the Annual Meeting and the Proxy Statement, which contains information about the proposals to be voted on at the meeting, Kirby’s Board of Directors and its committees and certain executive officers. This year you are being asked to elect three Class III directors, ratify the Audit Committee’s selection of KPMG LLP as Kirby’s independent registered public accounting firm for 2019 and castto:

General Information

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Kirby Corporation to be voted at the Annual Meeting of Stockholders to be held at the Four Seasons Hotel, 1300 Lamar,Kirby’s Houston offices, 55 Waugh Drive, 11th Floor, Houston, Texas 77010,77007, on April 30, 2019,28, 2020, at 10:00 a.m. (CDT).

Whenever we refer in this Proxy Statement to the Annual Meeting, we are also referring to any meeting that results from an adjournment or postponement of the Annual Meeting. The Notice of Annual Meeting, this Proxy Statement,

Unless the proxy cardcontext requires otherwise, the terms “Kirby,” “the Company,” “our,” “we,” “us,” and the Company’s Annual Report, which includes the Annual Report on Form10-K for 2018, are being mailedsimilar terms refer to stockholders on or about March 20, 2019.Kirby Corporation, together with its consolidated subsidiaries.

BOARD COMPOSITION & EXPERIENCE

*As of March 20192020

20182019 BUSINESS HIGHLIGHTS

ConsolidatedIn 2019, consolidated revenues increased 34%declined 4% to $2.84 billion. The reduction was driven by a 16% decrease in 2018 to a record $2.97 billion. Both Kirby segments experienced sizeable revenue growth as compared to 2017, with marine transportation increasing 12%, andrevenues in the distribution and services increasing 67%.segment, but was partially offset by a 7% increase in revenues in the marine transportation segment. Growth in the marine transportation segment was primarily related to the inland acquisition of HigmanCenac’s marine transportation fleet in February 2018,March, improved market conditions for theand pricing in inland barge industry,and coastal, and higher barge utilization of the inland barge fleet.in coastal. In the distribution and services segment, the revenue growthdecline was driven by a full year of Stewart & Stevenson, which was acquiredcyclical downturn in September 2017, higher demand forthe oil and gas productsmarket which resulted in reduced orders for new and services,remanufactured pressure pumping equipment, as well as lower demand for equipment sales, service, and improvedparts. This was partially offset by growth in the commercial and industrial market, conditionsparticularly for marine diesel engine sales and service. Overall,the sale of back-up power systems in power generation.

Despite the overall revenue reduction, operating income, was $155.3 million. Excludingexcluding one-time items¹, operating income was $268.4increased 5% to $282.3 million, which represents a 35% increase compared to 2017.with strength in marine transportation and cost reduction efforts in distribution and services more than offsetting the adverse impacts of reduced oilfield-related revenues. Earnings per share, was $1.31, or $2.86 excludingone-time items¹, an increase of 44% comparedincreased modestly to 2017.$2.90.

In 2018,2019, Kirby generated $512 million in cash flow from operations. This cash flow was used to pay down debt and make additional investments in the marine transportation fleet. During the year, Kirby invested approximately $600more than $300 million in acquisitions and new construction of businesses and marine equipment, including 20964 inland barges representing 5.41.9 million barrels capacity, 7641 inland towboats, and one new 155,000 barrelfive coastal articulated tank barge unit. The inland acquisitions lowered the average age of the barge fleet by one year to 13.4 years attugboats. At the end of 2019, Kirby’s long-term debt balance was $1.37 billion, representing a reduction of more than $40 million compared to 2018, and will reduce future capital outlays for new tank barge and towboat construction.with a debt-to-capitalization ratio of 28.9%.

CORPORATE GOVERNANCE

The Board represents the stockholders’ interest and is responsible for overseeing Company management, including monitoring the effectiveness of management practices and decisions. To that end, the Board has established governance practices including the guidelines and charters described below.

Business Ethics Guidelines

The Board has adopted Business Ethics Guidelines that apply to all directors, officers and employees of the Company. A copy of the Business Ethics Guidelines is available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents.Overview. The Company is required to make prompt disclosure of any amendment to or waiver of any provision of its Business Ethics Guidelines that applies to any director or executive officer including its chief executive officer, chief financial officer, chief accounting officer or controller, or persons performing similar functions. The Company will make any such disclosure that may be necessary by posting the disclosure on its website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents.Overview.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines. A copy of the guidelines is available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents.Overview.

Communication with Directors

Interested parties, including stockholders, may communicate with the full Board or any individual directors, including the Chairmen of the Audit,

Compensation and Governance Committees, the presiding director or thenon-management or independent directors as a group, by writing to them c/o Kirby Corporation, 55 Waugh Drive, Suite 1000,P.O. Box 1745, Houston, Texas 77007.77251-1745. The Company will refer the communication to the appropriate addressee(s). Complaints about accounting, internal accounting controls or auditing matters should be directed to the Chairman of the Audit Committee at the same address. All communications will be forwarded to the person(s) to whom they are addressed.

Website Disclosures

The following documents and information are available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents:Overview:

GOVERNANCE HIGHLIGHTS

Our Board prides itself on its commitment to high ethical standards, and effective governance practices.practices, and expertise within the industries in which we operate.

In October 2019, the Board was expanded from nine to ten directors and enhanced with the election of Tanya S. Beder as the tenth director. Ms. Beder’s extensive background in professional, board, and academic disciplines, as well as her wealth of experience in asset and risk management, finance, and data analytics will be immensely valuable to Kirby’s future success.

COMPENSATION HIGHLIGHTS

Our executive compensation philosophy has been consistent and focused on the creation of value for our stockholders.stakeholders. A significant portion of our named executive officers’ compensation is tied to “At Risk” or pay for performancepay-for-performance components. The charts below depict how each element of compensation was weighted for our named executive officers in 2018.2019.

Our executive compensation program is designed to attract and retain talented executive officers, motivate consistent performance over time, and encourage performance that results in increased profitability and stockholder returns. Our executive compensation program has historically received high levels of stockholder support with an approval rating of 97% of the votes cast in 2018. For fiscal yearwell above 90%. In 2018, while there were no material changes to our executive compensation program.program, the approval rating declined at the 2019 Annual Meeting as a result of some stockholders voting against a one-time special retirement payment granted by the Board of Directors to our former Executive Chairman. For 2019, we did not have any special one-time payments, and the core of our executive compensation program remained unchanged. Listed below are some of the highlights of our compensation policies and practices:

EXECUTIVE CHAIRMAN PRESIDENT AND CEO		PRESIDENT EXECUTIVE VP AND CEOCFO		OTHER NEO
TOTAL COMPENSATION1		TOTAL COMPENSATION		TOTAL COMPENSATION

NOTE: Reference Summary Compensation Table on pages38-39 for additional information.page 36.

STOCKHOLDER ENGAGEMENT

Throughout 2018, we remained committed to and expanded our stockholder engagement activities. The highlight of the year was in May when we hosted our first Analyst Day in 12 years in Houston, Texas to better educate investors about our key businesses, how we create value, and opportunities for long-term growth. Our Analyst Day included an opening dinner, webcast presentations for our two business segments, and tours and demonstrations at two key operational facilities. Late in 2018, we were awarded a Top Analyst Day designation within the transportation sector fromInstitutional Investor.

In addition to our Analyst Day,2019, senior management and investor relations engaged with our stockholders and potential stockholders on a regular basis to share information on the Company, listen to their perspectives, and solicit feedback. In 2018,2019, we conducted more than 150nearly 200 phone calls andin-houseone-on-one meetings which connected us to more than 300250 investors and analysts,analysts. We attended eight industry investor12 equity conferences and participatedinvestor events across the United States, and we hosted several investor events at our key operating facilities in sevennon-deal roadshows in Boston, Los Angeles, San Francisco, Atlanta, Houston and Fort Worth.Oklahoma City.

In October, Kirby’s executive management team hosted our top 50 stockholders and sell-side analysts at a reception with the Board of Directors in New York City. This event was well attended and provided our top stockholders with a valuable opportunity to engage with the Board and the Company’s executive leadership.

CORPORATE SUSTAINABILITY

Kirby has a long history of promoting sustainability intoas part of our corporate culture, and our “NO HARM” philosophyprinciples – NO HARM to People, to the Environment, and to Equipment – is its foundation. This motto is embedded inthe foundation of our culture. We view sustainability as integral to the continued advancement of our NO HARM culture and defines howstrive to integrate it as part of our business strategy. Kirby’s core values of responsible operation, valuing our employees, and acting as stewards of the environment in the communities we operate shape our businesses every day. Key to this areinitiatives and strategies. Kirby has a long-standing history of investing in new equipment and technologies that improve its operations and support its environmental stewardship initiatives. We support our employees through extensive training and development programs, forand continuously emphasize our employees, promotion of sound public policyhigh safety standards.

During 2019, we took concrete steps to improve our sustainability disclosures. In our 2019 Sustainability Report, we provided historical safety statistics which disclose our record on employee injuries, harm to equipment, and cargo spills to the environment. This report is available on the Company’s website at www.kirbycorp.com in the Sustainability section under ESG Presentation. Additionally, we provided new disclosures on our industries,safety programs, management and supportaudit oversight, and best practices which we utilize in operations every day. We also expanded our reporting on social matters, including enhanced disclosures on our employee benefit programs and community involvement. Additionally, we expanded the oversight of our employees,sustainability program beyond executive leadership to include the Board of Directors. Our Governance Committee charter now includes environmental, social, and governance (“ESG”) oversight. Finally, we added dedicated employee resources to further enhance our industry,disclosures and improve our engagement with ESG stakeholders.

In 2020, a key focus is to provide new disclosures on Kirby’s greenhouse gas emissions. We will also be working to align our ESG disclosures with the Sustainability Accounting Standards Board framework and the communities in which we operate.

In 2018, we released our first reportTask Force on Corporate Sustainability, with emphasis on environmental and social matters. In this report, we highlight the environmental benefits of barge transportation relative to railroad and trucking, as well as many Kirby specific initiatives and programs that further benefit the environment. We also provide information on the industry and community organizations that we support financially, including The Seamen’s Church Institute and U.S. Coast Guard Foundation, as well as our extensive Employee Disaster Relief program and employee charitable matching programs.Climate-Related Disclosures.

To learn more about these programs and initiatives, please visit the Investor RelationsCorporate Sustainability section of our website at www.kirbycorp.com and click on Corporate Sustainability.www.kirbycorp.com.

TABLE OF CONTENTS

VOTING ITEM 1:ITEMS 1 AND 2:

ELECTION OF DIRECTORS

The Bylaws of the Company provide that the Board shall consist of not fewer than three nor more than fifteen members and that, within those limits, the number of directors shall be determined by the Board. The Bylaws further provide that the Board shall be divided into three classes, with the classes being as nearly equal in number as possible and with one class being elected each year for a three-year term. The size of the Board is currently set at nine.ten. Three Class IIII directors are to be elected at the 20192020 Annual Meeting to serve until the Annual Meeting of Stockholders in 2022.2023 and one Class II director is to be elected at the 2020 Annual Meeting to serve until the Annual Meeting of Stockholders in 2021.

Ms. Beder was elected to the Board in October 2019 as a Class I director. In January 2020, the Board decided to decrease the number of Class I directors from four to three effective in April 2020 and to increase the size of the Class II directors from three to four also effective in April 2020. It was determined that this change would affect Ms. Beder’s directorship. Therefore, Ms. Beder has been nominated for election as a Class II director.

Each nominee named below is currently serving as a director and each has consented to serve for the new term, if elected. If any nominee becomes unable to serve as a director, an event currently not anticipated, the persons named as proxies in the enclosed proxy card intend to vote for a nominee selected by the present Board to fill the vacancy.

In addition to satisfying, individually and collectively, the Company’s Criteria for the Selection of Directors discussed under the “THE BOARD OF DIRECTORS — Governance Committee” below, each of the directors has extensive experience with the Company or in a business similar to one or more of the Company’s principal businesses or the principal businesses of significant customers of the Company. The brief biographies of each of the nominees and continuing directors below include a summary of the particular experience and qualifications that led the Board to conclude that he or she should serve as a director.

NOMINEES FOR ELECTION (PROPOSAL 1)

The Board of Directors of the Company unanimously recommends that you vote “FOR” the election of each of the following nominees as a director.

Nominees for Election as Class III directors, serving until the Annual Meeting of Stockholders in 2022

NOMINEE FOR ELECTION (PROPOSAL 2)

The Board of Directors of the Company unanimously recommends that you vote “FOR” the election the following nominee as a director.

Nominee for Election as Class II director, serving until the Annual Meeting of Stockholders in 2021

Directors Continuing in Office

The following persons are directors of the Company who will continue in office.

Continuing Class II directors, serving until the Annual Meeting of Stockholders in 2021

Continuing Class III directors, serving until the Annual Meeting of Stockholders in 2022

THE BOARD OF DIRECTORS

The Company’s business is managed under the direction of the Board, which is responsible for broad corporate policy and for monitoring the effectiveness of Company management. Members of the Board are kept informed about the Company’s businesses by participating in meetings of the Board and its committees, through operating and financial reports made at Board and committee meetings by Company management, through various reports and documents sent to the directors for their review and by visiting Company facilities. The Board’s development includes onsite meetings at key operating facilities which include interaction with employees at those locations.

Director Independence

The NYSE listing standards require listed companies to have at least a majority of independent directors. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with the Company.

The Board has determined that the following incumbent directors have no relationship with the Company except as directors and stockholders and are independent within the meaning of the NYSE corporate governance rules:

Our Chief Executive Officer, Mr. Grzebinski, has certified to the NYSE that the Company is in compliance with NYSE corporate governance listing standards.

Risk Oversight

The Board carries out its risk oversight function through the Audit Committee and the full Board. Management prepares and reviews with the Audit Committee and the Board semiannually a comprehensive assessment of the identified internal and external risks of the Company that includes evaluations of the potential impact of each identified risk, its probability of occurrence and the effectiveness of the controls that are in place to mitigate the risk. The Audit Committee and the Board also receive regular reports of any events or circumstances involving risks outside the normal course of business of the Company. At times, a particular risk will be monitored and evaluated by another Board committee with primary responsibility in the area of the subject matter involved. For example, the Compensation Committee reviews the risks related to the Company’s compensation policies and practices and the Audit Committee receives regular reports and updates on cybersecurity issues. The Board’s administration of its risk oversight function has not affected the Board’s leadership structure.

The Board does not have a “leadlead director,” but has chosen Mr. Alario to be the “presiding director”presiding director to preside at the regular executive sessions of thenon-management directors that are held at least quarterly. An executive session with only independent directors is held at least once per year. Mr. Alario also serves as a liaison between the independent directors and management on certain matters that are not within the area of responsibility of a particular committee of the Board.

Governance Committee

All of the members of the Governance Committee are independent, as that term is defined in NYSE rules. The Governance Committee operates under a written charter adopted by the Board. A copy of the charter is available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents.Overview.

The Governance Committee will consider director candidates recommended by stockholders or proposed by stockholders in accordance with the Company’s Bylaws. Recommendations may be sent to the Chairman of the Governance Committee, Kirby Corporation, 55 Waugh Drive, Suite 1000,P.O. Box 1745, Houston, Texas 77007,77251-1745, accompanied by biographical information for evaluation. The Board of the Company has approved Criteria for the Selection of Directors which the Governance Committee will consider in evaluating director candidates. The criteria address compliance with SEC and NYSE requirements relating to the composition of the Board and its committees, as well as character, integrity, experience, understanding of the Company’s business and willingness to commit sufficient time to the Company’s business. The criteria are available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents.Overview.

In addition to the criteria, the Governance Committee and the Board will consider diversity in business experience, professional expertise, gender and ethnic background in evaluating potential nominees for director. The Company’s Corporate Governance Guidelines and Governance Committee Charter include provisions concerning the consideration of diversity in business experience, professional skills, gender and ethnic background in selecting nominees for director. The Governance Committee took these provisions into account in expanding the Board last year.

When there is a vacancy on the Board (i.e., in cases other than the nomination of an existing director for reelection), the Board and the Governance Committee have considered candidates identified by executive search firms, candidates recommended by stockholders and candidates recommended by other directors. The Governance Committee will continue to consider candidates from any of those sources when future vacancies occur. The Governance Committee does not evaluate a candidate differently based on whether or not the candidate is recommended by a stockholder.

Attendance at Meetings

It is the Company’s policy that directors are expected to attend Board meetings and meetings of committees on which they serve and are expected to attend the Annual Meeting of Stockholders of the Company. During 2018,2019, the Board met sixfour times, the Audit Committee met eight times, the Compensation Committee met five times and the Governance Committee met four times. Each director attended all of the meetings of the Board and more than 95%75% of the aggregate number of meetings of the Board and all of the committees on which he or she served. All directors attended the 20182019 Annual Meeting of Stockholders of the Company.

Director Compensation

Directors who are employees of the Company receive no additional compensation for their service on the Board. Compensation of nonemployee directors is determined by the full Board, which may consider recommendations of the Compensation Committee. Past practice has been to review director compensation when the Board believes that an adjustment may be necessary in order to remain competitive with director compensation of comparable companies. Management of the Company periodically collects published survey information on director compensation for purposes of comparison.

Each nonemployee director receives an annual fee of $75,000. A director may elect to receive the annual fee in cash, stock options or restricted stock. The Chairman of the Board receives an additional annual fee of $150,000, the Chairman of the Audit Committee receives an additional annual fee of $20,000, the Chairman of the Compensation Committee receives an additional annual fee of $15,000 and the Chairman of the Governance Committee receives an additional annual fee of $10,000. The presiding director at executive sessions of thenon-management directors receives an additional annual fee of $20,000. In addition, each director receives an annual fee of $7,500 for each committee of the Board on which he or she serves. All fees are payable in four equal quarterly payments made at the end of each calendar quarter. The annual director fee is prorated for any director elected between annual stockholder meetings and the Chairman of the Board, committee chairman, presiding director and committee member fees are prorated for any director who is elected to such position between annual meetings of the Board. Directors are reimbursed for reasonable expenses incurred in attending meetings.

Each nonemployee director will receive a fee of $3,000 for each board meeting attended, in person or by telephone, in excess of six meetings in any one calendar year. Each member of a committee of the board will receive a fee of $3,000 for each committee meeting attended, in person or by telephone, in excess of ten meetings in any one calendar year in the case of the Audit Committee, in excess of eight meetings in any one calendar year in the case of the Compensation Committee and in excess of eight meetings in any one calendar year in the case of the Governance Committee.

In addition to the fees described above provided to the directors, the Company has a stock award plan for nonemployee directors of the Company which provides for the issuance of stock options and restricted stock. The director plan provides for automatic grants of restricted stock to nonemployee directors after each annual meeting of stockholders. Each director receives restricted shares of the Company’s common stock after each annual meeting of stockholders. The number of shares of restricted stock issued is equal to (a) $167,500 divided by (b) the fair market value of a share of stock on the date of grant multiplied by (c) 1.2. The director plan also provides for discretionary grants of an aggregate of 10,000 shares in the form of stock options or restricted stock. In addition, the director plan allows for the issuance of stock options or restricted stock in lieu of cash for all or part of the annual director fee at the option of the director. A director who elects to receive stock options in lieu of the annual cash fee will be granted an option for a number of shares equal to (a) the amount of the fee for which the election is made divided by (b) the fair market value per share of the common stock on the date of grant multiplied by (c) 3. A director who elects to receive restricted stock in lieu of the annual cash fee will be issued a number of shares of restricted stock equal to (a) the amount of the fee for which the election is made divided by (b) the fair market value per share of the common stock on the date of grant multiplied by (c) 1.2. The exercise price for all stock options granted under the director plan is the fair market value per share of the Company’s common stock on the date of grant. The restricted stock issued after each annual meeting of stockholders vests six months after the date of issuance. OptionsStock options granted and restricted stock issued in lieu of cash director fees vest in equal quarterly increments during the year to which they relate. The stock options generally remain exercisable for ten years after the date of grant.

The following table summarizes the cash and equity compensation for nonemployee directors for the year ended December 31, 2018:2019:

Director Compensation for 20182019

Director Outstanding Equity at December 31, 20182019 and Grant Date Fair Value of Equity Awarded During 20182019

The following table shows the aggregate number of shares of unvested restricted stock and stock options outstanding for each director as of December 31, 2018,2019, as well as the grant date fair value of restricted stock awards and stock option grants made during 2018:2019:

TRANSACTIONS WITH

RELATED PERSONS

The Board has adopted a written policy on transactions with related persons that provides that certain transactions involving the Company and 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. If a transaction is ongoing or consists of a series of similar transactions, the Committee will review the transaction at least annually and either ratify the continuation of 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.

Mr. Grzebinski is a member of the board of directors of American Bureau of Shipping (“ABS”), anot-for-profit that provides global classification services to the marine, offshore and gas industries. The only material related person transactionCompany paid ABS $1,774,000 in 2019 to perform audits and surveys of Kirby’s vessels in the Company is awareordinary course of and approved relates to Clifford B. Husted,business of the husband ofCompany.

In January 2019, Amy D. Husted, Vice President, and General Counsel and Secretary of the Company, whobecame a member of the board of directors of Signal Mutual Indemnity Association Ltd (“Signal”), a group self-insurancenot-for-profit organization authorized by the U.S. Department of Labor as a longshore worker’s compensation insurance provider. The Company has been a member of Signal since it was established in 1986. The Company paid Signal $1,391,000 in 2019 in the ordinary course of business of the Company.

The husband of Ms. Husted is a partner in the law firm of Clark Hill Strasburger. The Company paid the law firm $2,019,000$1,278,000 in 20182019 for legal services. However, Mr. Husted is not involved in any legal matters related to the Company. Further, Mr. Grzebinski approves each engagement of the firm by the Company and the payment of fees billed by the firm.

VOTING ITEM 2:3:

AUDIT COMMITTEE MATTERS

RATIFICATION OF THE AUDIT COMMITTEE’S SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 2)3)

The Audit Committee has selected KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.2020. KPMG served as the Company’s independent accounting firm for 2018.the fiscal year ending December 31, 2019. Although the Audit Committee has the sole authority and responsibility to select and evaluate the performance of the independent accounting firm for the Company, the Board is requesting, as a matter of good corporate governance, that the Company’s stockholders ratify the selection of KPMG for 2019.2020.

The Board of Directors of the Company unanimously recommends that you vote “FOR” the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2019.2020.

Ratification of the selection of KPMG requires the affirmative vote of a majority of the shares represented at 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, because of the difficulty and expense of changing independent auditors at this point in the year, the selection of KPMG will probably be continued for 20192020 in the absence of extraordinary reasons for making an immediate change. If the stockholders do ratify the selection of KPMG, the Audit Committee will retain the authority to make a change if warranted in its judgment.

Representatives of KPMG are expected to be present at the 20192020 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.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors of the Company is responsible for monitoring the integrity of the Company’s financial reporting, accounting procedures and internal controls. The Audit Committee is composed of four directors, all of whom are independent within the meaning of SEC and NYSE rules. The Audit Committee operates under a written charter adopted by the Board.

Management is primarily responsible for the Company’s financial reporting process and internal controls. The Company’s independent auditors are responsible for performing an audit of the Company’s financial statements and issuing a report on the conformity of the financial statements with generally accepted accounting principles. The Company’s independent auditors are also responsible for performing an audit of the Company’s internal control over financial reporting. The Audit Committee is responsible for overseeing those processes.

The Audit Committee has reviewed and discussed the audited financial statements of the Company for the year ended December 31, 20182019 with management and the independent auditors. The Audit Committee also (a) discussed with the independent auditors the matters required to be discussed by Auditing Standard No. 1301, as adopted by the Public Company Accounting Oversight Board (the “PCAOB”), (b) received the written disclosures and letter from the independent auditors required by the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence and (c) discussed with the independent auditors their independence.

Based on the Audit Committee’s review of the audited financial statements for the year ended December 31, 20182019 and the Audit Committee’s discussions with management and the independent auditors, the Audit Committee recommended to the Board of Directors of the Company that the audited financial statements be included in the Company’s Annual Report on Form10-K for the year ended December 31, 2018,2019, which has been filed with the SEC.Securities and Exchange Commission.

Audit Committee

Richard R. Stewart, Chairman

Anne-Marie N. Ainsworth

Richard J. Alario

Barry E. Davis

VOTING ITEM 3:4:

EXECUTIVE COMPENSATION

ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL 3)4)

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 and the related rules of the SEC, our stockholders have the opportunity to cast an annual non-binding advisory vote to approve the compensation of the Company’s named executive officers.

The Company is requesting your approval, on anon-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed and discussed under “EXECUTIVE COMPENSATION” on pages28-4826-42 of this Proxy Statement. We believe that our executive compensation:

For those reasons, we are asking you to approve the following resolution:

RESOLVED that the compensation of the Company’s named executive officers as described under “EXECUTIVE COMPENSATION” in the Company’s Proxy Statement for its 20192020 Annual Meeting of Stockholders is approved.

Although the vote on approval of executive compensation is not binding, the Compensation Committee and the Board will consider the result of the vote in making future compensation decisions.

The Board of Directors of the Company unanimously recommends that you vote “FOR” Proposal 34 approving the compensation of the named executive officers as disclosed in this Proxy Statement.

Base salary (2)is not variable once established for the year, but annual incentive compensation and (3) long-term incentives, including stock options, restricted stock, restricted stock unitsincentive compensation are variable in that they are based upon current year performance and longer term performance, awards. respectively.

The overall goal of the Company’s compensation program is (1) to pay compensation competitive with similar corporationscompanies and (2) to align annual incentives and long-term incentives with corporate performance and a return to the Company’s stockholders.

Compensation Objectives

The objectives of the executive compensation program are:

The Company’s executive compensation program is designed to reward:

Company Performance

The Company’s overall performance improved in 20182019 was negatively affected by decreased activity in oil and was favorably impacted by 34% revenue growth compared to 2017.gas exploration. In the marine transportation segment, revenues increased 12%7%year-on-year, primarily due to the acquisition of Higmanassets from Cenac Marine Services, LLC in February 2018,March 2019, as well as improved barge utilization in the coastal market conditionsand higher spot and term contract pricing in the inland barge market following a prolonged three-year industry downturn.and coastal markets. In the distribution and services segment, revenue grew 67%revenues decreased 16%year-on-year, driven by a full year of Stewart & Stevenson,reduced activity in the oilfield which was acquiredresulted in September 2017, highlower customer demand for oilnew and gas productsremanufactured pressure pumping equipment and services,limited sales of new and improved market conditions for marine diesel engine salesoverhauled transmissions and service.related parts and service in the distribution businesses. In 2018,2019, the Company continued to generate strong cash flow with EBITDA of $471$465 million and took advantage of opportunities,expanded its marine fleet, investing more than $600$300 million in acquisitions and new construction of marine transportation acquisitions.equipment. At the end of 2018,2019, the Company had a

Incentive Plan Payouts

The 2019 named executive officers received annual incentive compensation plan payouts abovebelow target amounts because the Company’s results for 20182019 on the key performance measures were above target amounts. Twobelow target. In addition, one of the named executive officers (Mr. Grzebinski and Mr. Pyne)Grzebinski) received long-term incentive compensation payoutsa cash performance award payment slightly below his target amountsamount because results for the 2016-20182017-2019 performance period were slightly below target amounts on a cumulative basis. Four of theThe other four named executive officers (Mr. Harvey, Mr. O’Neil, Mr. Reniers and Mr. O’Neil and Ms. Husted) didMiller) were not receivepreviously granted cash performance awards for the 2016-20182017-2019 performance period.

Chief Executive Officer Compensation

Mr. Grzebinski’s salary increased from an annual rate of $801,850$880,000 at the end of 20172018 to an annual rate of $880,000$950,000 in April 2018, a 9.7%2019, an 8.0% increase intended to align his base salary with the median base salary for comparable companies. He earned cashan annual incentive compensation payments of $2,311,330 (an increase of 21% from 2017)award for 2019 performance and received equity compensation awardsa cash payment pursuant to his cash performance award for the 2017-2019 performance period for an aggregate of $1,743,185 (a decrease of 25% from 2018). In addition, he received stock options and RSUs with aan aggregate grant date fair value of $1,848,156$1,980,017 (an increase of 12%7% from 2017)2018). A total of 58%51% of his directtotal compensation (annual bonus, three-yearincentive compensation payment, cash performance award payment, and stock options) was performance-based.

Compensation Committee

The Compensation Committee (the “Committee”) of the Board has the authority and responsibility to:

During 2018,2019, the Committee was composed of three members, all of whom are “independent directors,”“Non-Employee Directors” and “outside directors” as those terms are defined in relevant SEC and NYSE standards and federal securities and tax regulations.

The Committee does not delegate any of its authority to determine executive compensation. Except in the case of the specialone-time retirement payment to Mr. Pyne which is discussed under “Special Retirement Payment” below, theThe Committee

In determining the compensation of the named executive officers, the Committee considered all elements of total compensation, including salary, annual incentive compensation, equity-based and other long-term incentive compensation, and projected payouts under the Company’s retirement plans.plans, as applicable. The Committee also relied in part on the marketplace analysis prepared by Longnecker & Associates (the “Consultant”), a compensation consulting firm retained by the Committee, in determining that its compensation decisions, both as to specific elements of compensation and as to aggregate compensation, were in a reasonable range for comparable companies and for the positions held by the named executive officers. The Committee also considered the Consultant’s analysis in evaluating internal pay equity among the named executive officers. From that foundation, the Committee refined the individual compensation decisions based on a number of factors, including the prior year’s compensation, the performance of the Company or its business groups, individual performance of the named executive officer, any increased responsibilities assigned to a particular executive officer, the recommendations of the Chief Executive Officer (except as to his own compensation and the special retirement payment to Mr. Pyne)compensation) and considerations of internal pay equity. However, the final decisions of the Committee are to some extent subjective and do not result from a formulaic application of any of those factors.

Say on Pay

At the Company’s 20182019 Annual Meeting, stockholders approved the compensation of the Company’s named executive officers by 97%70% of the votes cast. The Company interpretedIn 2019, while there were no material changes to the vote as an endorsement of its executive compensation policiesprogram, the approval rating declined as a result of some stockholders voting against aone-time special retirement payment granted in 2018 by the Board to Mr. Pyne, the former Executive Chairman, and practices, butnot in consideration of the executive compensation program as a whole. The Committee continues to reevaluate the principal elements of the Company’s executive compensation on an ongoing basis, although no material changes were made for 2018.basis.

Compensation Consultant

For 2018,2019, the Committee engaged the Consultant to provide information for the Committee to consider in making compensation decisions. The Consultant was engaged directly by the Committee to:

At the Committee’s request, the Consultant addressed the six independence factors for compensation committee advisersadvisors that are identified in SEC regulations. The Committee concluded that there were no conflicts of interest that would affect the work of the Consultant for the Committee. The Consultant was not retained byperformed no services during 2019 for the Company or any of its affiliates (otherother than for the Committee) to perform any services during 2018.

Salary

The Committee targets base salaries for the named executive officers at approximately the median for comparable companies. Based on information provided by the Consultant atin October 2018, and reviewed by the beginning of 2018,Committee in January 2019, salaries of Mr. Grzebinski, Mr. Harvey, Mr. ReniersO’Neil, and Mr. O’NeilReniers were within the range of 90% to 110%100% of the median for comparable positions with comparable companies. The salaries of all named executive officers, excluding Mr. Miller were increased by amounts intended to keep them within, or bring them up to, the median range for comparable companies.

Mr. Miller became an employee of the Company in April 2019, after the Consultant’s evaluation of the salaries of the other named executive officers. The Committee set his initial salary of $330,000 and annual incentive compensation at levels approximating the median for comparable roles at companies in the Company’s peer group. However, Mr. Miller forfeited equity, a 2019 cash bonus payment, and additional retention payments by leaving his former employer. In order to attract Mr. Miller to join the Company, the Committee approved a one-time cash signing bonus of $150,000, a one-time grant of $300,000 in RSUs, and an annual equity grant, which was valued at $450,000 in 2019 with 33% in the form of stock options and 67% in the form of RSUs.

Annual Incentive Compensation

The Company established a 2019 Annual Incentive Plan (the “AIP”) which is administered by the Committee. The AIP addresses annual incentive compensation for all AIP participants, including the executive officers. A copy of the AIP is filed as Exhibit 10.5 with the Company’s Annual Report onForm 10-K for the year ended December 31, 2018. With regard to the annual cash incentives for executive officers, the Committee attempts to set annual incentive compensation targets at a level such that, with target performance by an executive officer and the Company, the total cash compensation (base salary plus annual incentive bonus)compensation) for the executive officer will be at approximately the median for comparable companies and positions, but with a superior performance by an executive officer and the Company, the total cash compensation for the executive officer will be above the median. The Committee believes that providing total annual cash compensation above the median for similar corporations and positions is appropriate since a significant portion of each executive officer’s total annual cash compensation is at risk due to both individual performance factors and the Company’s success in achieving the targeted performance measures described below. Annual incentive compensation constitutes a significant portion of direct cash compensation and can vary significantly from year to year depending on the Company’s achievement of the performance measures.measures set forth in the AIP.

Based on the market analysis provided to the Committee by the Consultant, the Committee determined that the target total cash compensation for 20182019 for Mr. Grzebinski, Mr. Harvey, Mr. Reniers,O’Neil, and Mr. O’NeilReniers would be within the range of 90% to 110%100% of the median. As described above, the Committee set Mr. Miller’s annual incentive compensation at the commencement of his employment. Based on the Company’s performance in 20182019 and information available at the end of the year, actual total cash compensation for the five named executive officers other than Mr. Pyne was at or aboveslightly below the median when compared to peer group and survey information for the positions with the Company they held at the end of the year.