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

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Kirby Corporation

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TABLE OF CONTENTS

March 3, 20214, 2022

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”) 20212022 Annual Meeting of Stockholders. Information concerning the matters to be voted upon at the meeting is contained in this Notice of the 20212022 Annual Meeting and our Proxy Statement.

There is no doubt that 20202021 was a memorablechallenging year with the pandemic still ongoing and one mosthistoric weather events including Winter Storm Uri and Hurricane Ida. In a difficult environment, Kirby continued to stay the course, and as the year progressed our markets improved. We exited the year in a stronger position and look forward to improving financial results in 2022. Our core values of us wouldNo Harm to People, No Harm to Equipment, and No Harm to the Environment continued to guide our Company and our hard-working and dedicated team. I’d like to forget. Whilerecognize our employees for their focus and resilience, as well as their achievement of improving our overall safety results.

Looking at our business, in marine transportation, the year certainly presentedbegan with weak refinery and petrochemical demand due to the pandemic, resulting in low barge utilization and poor market fundamentals. Market conditions deteriorated further following Winter Storm Uri, which closed many challenges which greatly impacted bothof our marine transportation and distribution and services businesses, Kirby employees proved to be very resilient. As muchcustomer’s plants for several weeks. After several months of these tough market conditions, refinery utilization rebounded strongly during the world shut down uponspring, but softened somewhat during the summer with the onset of the COVID-19 pandemic, I’m pleasedDelta variant and a tough hurricane season. In our coastal business, we retired and sold assets, resulting in a significant one-time impairment charge in the third quarter. While these actions were difficult, they allow us to say thatfocus on our businesses continued to operate seamlessly, fulfilling their roles transportingbest assets, improve our competitiveness, and providing essential goods and services. I credit this success not only to our pandemic response plan, which was designed to ensure business continuity, uninterrupted customer service, andimprove profitability going forward. In the safety of our employees, but also tofourth quarter, as the resilience and commitment of our employees.

In marine transportation, we began the year with recordoverall economy strengthened, inland market conditions rapidly improved, barge utilization rates increased, and term contracts renewed higher for the first time in nearly two years, setting the stage for a continued focus on improving our fleet through the acquisition of 92 inland tank barges with approximately 2.5 million barrels of capacity and 45 inland towboats from Savage Inland Marine. However, as the COVID-19 outbreak intensified, our focus quickly shifted to responding to the unprecedented decline in market activity while keeping our employees safe and enhancing our financial position. As if the pandemic wasn’t enough, our marine operations were faced with a historic hurricane season, which brought significant disruption to the waterways. Our mariners and shore-side employees responded well, and Kirby overcame the storms without any incidents or major damage. Overall, the year brought many challenges to the forefront, but our marine companies kept our boats fully crewed, improved their safety record, and aggressively managed their costs.much better 2022.

In distribution and services reduced(“D&S”), we saw a year of significant improvement with the oil and gas markets strengthening, economic activity rising, and historically low oil prices significantlydemand for our environmentally friendly oilfield equipment increasing. Like many companies around the globe, significant supply chain issues resulting from the pandemic impacted our operationsD&S business and the marketscontributed to delays in our operations. Despite this, I am happy to report that we serve. In response to the depressed market conditions, we made some tough, but necessary decisions to streamlinemaintained our businessesfocus on cost control and significantly reduce our cost structure. Combined with some economic recoverydelivered profitable segment results in 2021. Finally, late in the second half ofyear, Kirby purchased the year, our actions helped to restore the segment’s operating margin back to near break-even levels. As well, during the year we acquired the Thermo King distributor in North and East Texas and Colorado, and we made significant progress on some key initiatives including: implementationassets of a single ERPsmall energy storage system launch of a new digital sales platform – DieselDash.com,business which will help to further development of newour environmentally friendly product offerings in the oilfield and renewalsacross many commercial and expansionsindustrial applications.

On that note, Kirby’s commitment to furthering its environmental, social, and governance (“ESG”) journey also continued in 2021. We continued to advance our emissions data projects, allowing us to better measure our impact on the environment. With this information, we are in the process of major OEM relationships.

developing a new long-term emissions reduction target which we hope to publish in the near future. At the Board level, we elected Shawn D. Williams, who brings a history of success and impressive experience to our Board. And finally, while the severe weather events of 2021 impacted our businesses, they also took a toll on many Kirby employees and their families. I’m also pleased to report that Kirby and our employees together raised nearly $750,000 for the Kirby Disaster Relief Fund which provided critical emergency funds and supplies to our fellow coworkers in need.

As we made considerable progress in our Environmental, Social, and Governance (“ESG”) journey during 2020. Most notably, we significantly enhanced our disclosures, including alignment with the Sustainability Accounting Standards Board (“SASB”) framework, as well as reporting our greenhouse gas emissions and targets. We also recently published our first report on climate risks in accordance with the Task Force on Climate-Related Financial Disclosures (“TCFD”). From a social perspective, we rolled out a new Core Values program, “The Kirby Way”; provided new disclosures on diversity and human capital management; and we also strengthened our ethical standards through updated guidelines and policies. In governance, we listened to your feedback on our executive compensation programs,move into 2022 and as a result, we have implemented changes to our metrics for 2021the COVID-19 pandemic and added a definitive clawback policy. We also elected Richard J. Alario to be our first Lead Independent Director during the year.

Overall, 2020 was a challenging year, but Kirby responded and our Company is stronger now than it was at the beginning of 2020. Our executive team and employees rose to the occasion and ensured our resiliency in a tough year. Through their determination and commitment, we focused on the things we could control, provided uninterrupted customer service, improved our safety performance, and enhanced disclosures to our stakeholders. Looking ahead, with the vaccine distribution now well underway, as well as improving economic activity,supply chain issues subside, we believe better days are aheadmarket conditions will continue to improve and create strong opportunities across our businesses. I want to thank our employees and stockholders for supporting Kirby with increased demandthrough a difficult year. We ended 2021 on solid footing, and I believe it sets the tone for our businesses and the industries we serve.a positive 2022!

Your vote is important to us, regardless of the number of shares you hold or whether you plan to 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

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, 2022. Please remember that your shares cannot be voted unless you sign and return a paper proxy card, vote during the Annual Meeting, or vote your shares via the phone or internet. All participants who attend the Annual Meeting will be allowed to ask questions to management during the meeting.

Important Notice Regarding the Availability of Proxy Materials for Our 2022 Annual Meeting of Stockholders

We are pleased to take advantage of Securities and Exchange Commission (the “SEC”) rules that allow us to furnish our proxy materials, including this Proxy Statement, a proxy card or voting instruction form, and our Annual Report on Form 10-K (collectively, the “Proxy Materials”), over the Internet. As a result, we are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of paper copies of the Proxy Materials. The Notice contains instructions on how to access those documents over the Internet and how to submit your proxy via the Internet. The Notice also contains instructions on how to request a paper copy of the Proxy Materials. All stockholders who do not receive the Notice will receive a paper copy of the Proxy Materials by mail or an electronic copy of the Proxy Materials by e-mail. This process allows us to provide our stockholders with the information they need in a more timely manner, while reducing the environmental impact and lowering the costs of printing and distributing the Proxy Materials. The Notice is first being sent to and the Proxy Materials are first being made available to stockholders on or about March 17, 2022. The Proxy Materials are available at www.proxydocs.com/KEX.

Your Vote Is Important

Your vote is important. Whether you intend to attend the virtual 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.

At the Virtual Meeting		Telephone 800-690-6903866-430-8285		Internet www.proxyvote.comwww.proxypush.com/KEX		Mail Fill out your proxy card and submit by mail.

Sincerely,

AMY 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:

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 virtually on April 27, 2021,26, 2022, at 10:00 a.m. (CDT). Stockholders of record at the close of business on March 1, 2021,2022, will be able to accessattend the 20212022 Annual Meeting webcast online at Virtual MeetingKirby’s executive offices located at www.virtualshareholdermeeting.com/KEX2021 by entering the 16-digit control number provided in their proxy materials.55 Waugh Drive, Suite 1100, Houston, Texas 77007.

The mailing address of Kirby’s principal executive offices is P.O. Box 1745, Houston, Texas 77251-1745.

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.

Unless the context requires otherwise, the terms “Kirby,” “the Company,” “our,” “we,” “us,” and similar terms refer to Kirby Corporation, together with its consolidated subsidiaries.

BOARD COMPOSITION & EXPERIENCE

The following matrix displays the most significant skills and qualifications that each Director possesses. The ESG and Nominating Committee reviews the composition of the Board as a whole periodically to ensure that the Board maintains a balance of knowledge and experience and to assess the skills and characteristics that the Board may find valuable in the future and in the long-term interest of stockholders.

*As of March 2021

(M) – Male                (F) – Female                (C) – Caucasian                (A) – African American                

AVERAGE TENURE: 8 YEARS

2020 BUSINESS HIGHLIGHTS2021 FINANCIAL SUMMARY

In 2020,2021, consolidated revenues declined 23%increased 3% to $2.17 billion$2.25 billion. The year-on-year improvement was primarily due to unprecedented reductionsincreased demand in demand for Kirby’s products and services resulting from the COVID-19 pandemic. Distribution and services was the most impacted with a 39% reduction in revenue compared to 2019, primarily due to significant activity declines in the oil and gas market. In this market, low oil prices and an approximate 80% decline in U.S. fracturing activity and rig counts resulted in minimal orders for new and remanufactured oil and gas equipment, as well as reduced demand for new transmissions and engines, service, and parts. In the commercial and industrial market, reduced economic activity and lockdowns across the United States contributed to significant demand reductions in the on-highway and power generation businesses. These reductions were partially offset by the acquisition of Convoy Services Company (“Convoy”), a Thermo King distributor in North and East Texas and Colorado, on January 3, 2020.

Marine transportation revenues declined 12% to $1.4 billion during 2020. The year started strong with record barge utilization in inland and the acquisition of Savage Inland Marine’s (“Savage”) tank barge and towboat fleet on April 1, 2020. However, as the pandemic intensified during the second quarter, demand for refined products and crude fell, refineries and chemical plants slowed production, and Kirby’s barge utilization rapidly declined from the low to mid-90% range to the high 60% range. For the duration of the year, the inland and coastal businesses experienced minimal spot market demand, low barge utilization, and very competitive pricing dynamics. Furthermore, during the third and fourth quarters, the marine transportation businesses endured a very active hurricane season which resulted in widespread disruptions, extensive delays, and further reductions in refinery and chemical plant volumes.

With revenues declining, Kirby aggressively reduced costs across the Company, including streamlining the distribution and services segment and significantly reducing horsepower costshigher fuel rebills in marine transportation. These actions, combined with atransportation which were largely offset by reduced income tax rate as a result ofterm and spot contract pricing in the U.S. Coronavirus Aid, Relief, and Economic Security Act helped to minimize the impact of the pandemic to Kirby’s earnings. Overall, netinland marine business. Net earnings attributable to Kirby, excluding one-time items¹, were $110 million$0.56 per share in 2020.2021.

Marine transportation revenues declined 6% to $1.32 billion during 2021. The reduction was primarily due to an 8% decline in the inland marine business principally due to reduced term and spot contract pricing. This reduction was partially offset by increased fuel rebills as a result of rising diesel prices throughout the year. From an inland market perspective, the year started slow with continued weak customer demand, a poor pricing environment, and low barge utilization. Challenging market conditions were made worse by Winter Storm Uri, which systematically shut down the entire refinery and petrochemical complex along the Texas Gulf Coast for many weeks. In the second quarter, the inland market materially improved; however, the onset of the COVID-19 Delta variant and the impact of Hurricane Ida in the third quarter led to further reductions in demand and barge utilization. By the fourth quarter, spot market conditions began to materially improve as the U.S. economy recovered and customers ramped-up production levels following the catastrophic hurricane. Barge utilization ultimately increased into the mid-to high 80% range, and term contracts renewed higher for the first time since the pandemic began, which we believe sets the stage for a materially improved market in 2022.

In 2020,coastal marine, revenues increased modestly compared to 2020. Throughout 2021, the coastal business was challenged by poor spot market demand and an oversupplied barge market which ultimately contributed to low barge utilization for much of the year. In the third quarter, the Company took concrete actions to improve this business through the sale of its marine assets in Hawaii and the retirement of laid-up wire tank barges and tugboats. These actions resulted in a sizeable one-time impairment charge totaling $340.7 million before-tax, or $4.58 per share after-tax. While these actions were difficult, they enable a pathway to enhanced earnings going forward. In the fourth quarter, coastal’s results reflected improved results with operating margins near breakeven.

In distribution and services, revenues increased 20% year-on-year with positive operating margins, led by improved oilfield activity and a recovering economy. In oil and gas, increased rig counts and fracturing activity ultimately contributed to a 72% increase in revenues, including increased demand for new transmissions, engines, parts, and service in our distribution business. The manufacturing business also significantly benefited from new orders for Kirby’s extensive portfolio of environmentally friendly pressure pumping equipment and power generation solutions for electric fracturing, although global supply chain issues did delay some equipment deliveries into 2022. In commercial and industrial, the economic recovery contributed to increased revenues and demand for Kirby’s on-highway and power generation products and services. The business also benefited from strong demand for Thermo King refrigeration equipment and increased parts sales from the Company’s new online parts marketplace www.dieseldash.com. Marine repair activity declined modestly in 2021, primarily due to reduced new engine sales and lower demand for major overhauls.

From a balance sheet perspective, Kirby generated $445$322 million in cash flow from operations. This cash flowoperations in 2021 which was used to fund investmentscapital expenditures and significantly pay down debt. As a result of reduced earnings in the marine transportation fleet,year, capital expenditures were tightly managed and pay down debt incurreddeclined approximately 35% compared to fund the Convoy and Savage acquisitions. During2020. Throughout the year, Kirby invested over $300 million to acquire marine equipment, including 98 inland barges representing 2.6 million barrels of capacity and 45 inland towboats. As well, the Company had capital expendituresremained committed to reducing debt and repaid over $305 million. At the end of $148.2 million, which were down 40% compared to 2019. While total debt peaked at $1.7 billion immediately preceding the Savage acquisition on April 1, significant debt repayments throughout the remainder of the year resulted in2021, Kirby’s total long-term debt of $1.47had declined to $1.16 billion at December 31 and awith the debt-to-capitalization ratio of 32.2%declining to 28.7%.

CORPORATE GOVERNANCE

The Board represents the stockholders’ interest and is responsible for overseeing Company management, includingwhich includes monitoring the effectiveness of management practices and decisions. To that end, the Board has established governance practices including the guidelines and charters described below.below which are reviewed by the Board at least annually and changes are made as necessary.

Business Ethics Guidelines

The Board has adopted Business Ethics Guidelines that apply to all directors, officers, and employees of the Company.Company, including the Company’s chief executive officer, chief financial officer, chief accounting officer or controller, or persons performing similar functions. 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 Overview.Documents. 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 Overview.Documents.

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 Overview.Documents.

Communication with Directors

Interested parties, including stockholders, may communicate with the full Board or any individual director, including the Chairmen of the Audit, Compensation, and Governance Committees, the lead independent director or the non-management or independent directors as a group, by writing to them c/o Kirby Corporation, P.O. Box 1745, Houston, Texas 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 Overview:Documents:

GOVERNANCE HIGHLIGHTS

Our Board is committed to the highest ethical standards, effective governance practices, diversity, and leveraging its expertise in the industries in which Kirby operates. In 2020,2021, the Board continued to enhance its structure through the election of Shawn D. Williams as its newest member. Mr. Williams has an extensive background in board and leadership roles within industrial chemicals and the oilfield, and he provides a diverse perspective to Kirby’s Board.

The Board also modified its Committee structure by amending the charter of the former Governance Committee to rename it as the ESG and Nominating Committee. In its new form, the ESG and Nominating Committee will continue to maintain oversight over the governance of the Board was further enhanced throughand the creationCompany, as well as identify candidates for election and re-election to the Board. This committee conducts a review at least annually of a lead independent director role which will be elected annually. The independent directorsthe independence of each member of the Board elected Richard J. Alarioand its committees and reports its findings to serve in this role for the first year. Mr. Alario’s primary duties will include presiding over meetingsfull Board. This committee also provides oversight of the Board at whichCompany’s ESG policies, initiatives, and risk management strategies, including offering guidance on Kirby’s Sustainability Report and on climate change reports including the Chairman is not present, including executive sessions of the independent directors, serving as a liaison between the Chairman and the independent directors, exercising the authority to call meetings of the independent directors when necessary, and organizing and leading the Board’s evaluation of the CEO.Task Force on Climate-related Financial Disclosures (“TCFD”).

COMPENSATION HIGHLIGHTS

Our executive compensation philosophy has been consistent and focused on the creation of value for our stakeholders. A significant portion of our named executive officers’ compensation is tied to “At Risk” or pay-for-performance components. The pie charts on the following page depict how each element of compensation was weighted for our named executive officers in 2020.2021.

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 well above 90%. In the last two years, however,However, in 2018 and 2019, stockholder support declined and some investors voiced concerns over certain elements of the program, including the use of similar pay-for-performance metrics in both the short-term and long-term plans. We listened to these concerns, and for 2021, we will be implementingimplemented changes to differentiate the metrics in these plans, including adding a safety, operations, and environmental, social, and governance (“ESG”)ESG component whichinto the executive leadership team, Board, and many of our investors consider toshort-term plan. The same metrics will be an important new element.used for 2022. The below table outlines the changes:

Starting in 2021, we also eliminated the issuance of stock options in the executive compensation plan. The Board also approved aplan, and our clawback policy became effective for all incentive compensation received by an executive officer on or after January 1, 2021. The new policy is available on our website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Overview. Listed below are some of the highlights of our compensation policies and practices:

PRESIDENT AND CEO		OTHER NEO
TOTAL COMPENSATION		TOTAL COMPENSATION

STAKEHOLDER ENGAGEMENT

The executive leadershipNOTE: Includes total direct compensation as referred to in the compensation discussion and Board at Kirby are committed to regular interaction with our stockholdersanalysis on page 32 and potential stockholders to share information on the Company, listen to their perspectives,cash retention awards. “AIP Bonus and solicit feedback. While the COVID-19 pandemic presented many challenges and significantly reduced the number of face-to-face investor interactions, senior management and investor relations remained engaged with the investment community throughout the year.

Prior to the pandemic, in February, we attended an equity conference and completed a non-deal roadshow in New York. As the pandemic began to affect our operations in March,Other” includes non-equity annual incentive plan compensation as well as our abilitya one-time payment to travel, Kirby hosted a public webcastMr. Kumar as discussed on page 35. “Long-Term Bonus” includes non-equity payments for the 2019-2021 performance period under the long-term incentive compensation program. “One-Time Equity Grants” and Q&A session with a sell-side analyst, providing important operational updates“Cash Retention” include the incentive and retention awards granted to more than 300 live participants. Executive managementMr. Grzebinski, Mr. O’Neil, and Mr. Reniers as discussed on page 30. “One-Time Equity Grants” also conducted individual one-on-one meetingsinclude an equity award granted to Mr. Kumar in connection with the majoritycommencement of our Top 20 stockholders as uncertainty surrounding the pandemic intensified. During the remainder of the year, we participated in four virtual equity conferences, two virtual non-deal roadshows, and one additional webcast. We also conducted approximately 200 individual phone calls during the year which connected us to many existing and prospective investors.

Beyond shareholder engagement,his employment with the Company in November 2021. Performance-based variable compensation is committed to listening to stakeholders across our industries to best understand and play a critical role in meetingdeemed “At Risk.” For additional information, reference the needs of our customers and communities in which we operate. Kirby is extensively involved with numerous trade associations and organizations related to the industries we serve. From waterway infrastructure to land conservation, Kirby takes a serious position in recognizing where our businesses have an impact. Many of Kirby’s employees also serve in numerous organizational positions ranging from a participating member to leadership roles of specific committees.Summary Compensation Table on page 40.

CORPORATE SUSTAINABILITY

Kirby has a long history of promoting sustainability as an integral part of our corporate culture and business strategy, and our “NO HARM” principles – NO HARM to People, to the Environment, and to Equipment – isare the foundation. Kirby’s core values of responsible operation, valuing our employees, and acting as stewards of the environment in the communities we operate shape our initiatives and strategies. Kirby also 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 human capital development programs, and continuously emphasize our high safety standards.

During 2020, we made significant progress inKirby’s Board oversees our ESG disclosures with the release ofinitiatives and disclosures. They are committed to elevating Kirby’s leadership profile and reputation among our 2020 Sustainability Report. In this report,stockholders, government policymakers, and stakeholders on ESG issues and practices and believes we aligned ourhave a unique opportunity to be an industry leader on these important issues. Kirby’s ESG disclosures withare guided by two key frameworks, including the Sustainability Accounting Standards Board (“SASB”) framework for marine transportation companies, including our first- ever disclosure of scope 1 and scope 2 greenhouse gas emissions. We were pleased to report that our investment in newer and more efficient marine engines in recent years has resulted in a 17% reduction in our marine transportation fleet’s CO2e emissions since 2015 on a per barrel of capacity basis. Also included in the 2020 Sustainability Report were an ESG materiality matrix, enhanced disclosures on cargo spills, details on our investments in environmental programs, and statistics on recycling efforts. We also provided new disclosures related to employee wellness and engagement, human capital management and training, diversity, and cybersecurity.

Another recent milestone for Kirby was the release of our first report onFinancial Stability Board’s Task Force on Climate-RelatedClimate-related Financial Disclosures (“TCFD”). In these disclosures, Kirby provided insights into how the Board and the Company view and manage climate-related risks. Also, in a continuing effort to enhance our commitment to high ethical standards, we strengthened our business ethics guidelines and human trafficking policy, and we also implemented a new vendor code of conduct.

TABLE OF CONTENTSSustainability Highlights

The Sustainability metrics below are as of December 31, 2021, unless otherwise noted. To learn more about these programs and initiatives, please visit the Sustainability section of our website at www.kirbycorp.com.

VOTING ITEM 1:

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. Currently, the size of the Board is set at ten members; after the election of directors at the 2022 Annual Meeting, there will be nine directors. 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 ten; after the election at the 2021 Annual Meeting, there will be nine directors with one vacancy. Three Class IIIII directors are to be elected at the 20212022 Annual Meeting to serve until the Annual Meeting of Stockholders in 2024.2025.

Monte J. Miller,C. Sean Day, whose term expires at the 20212022 Annual Meeting and has served as a director since 2006, has1996, is not been nominated bystanding for reelection to the Board of Directorsat the Annual Meeting. Mr. Day has served on the Board for reelection as26 years and has been a director. The Board of Directors made this decision in consultation with Mr. Miller, taking into account the desire to refresh the membershipvaluable member of the BoardCompany’s Board. We greatly appreciate his many years of Directors. The Company thanks Mr. Miller for his long and dedicated service and wisheswish him well in his future endeavors. The Governance CommitteeSince Mr. Day is not standing for reelection, the Board has engagedadopted a search firmresolution reducing the size of the Board to look for new board candidates.nine directors effective upon the Annual Meeting date.

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 — GovernanceESG and Nominating 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 2025

Directors Continuing in Office

Continuing Class II directors, serving until the Annual Meeting of Stockholders in 2024

Directors Continuing in Office

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 oversight and direction of the Board, which is responsible for strategic oversight, 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 NYSENew York Stock Exchange (“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:

In addition, the Board has previously determined that C. Sean Day, who will complete his service as a director of the Company at the 2022 Annual Meeting of Stockholders, had no relationship with the Company except as a director and stockholder and was independent.

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 itsis responsible for the risk oversight function throughand has designated the Audit Committee and the full Board.ESG and Nominating Committee certain responsibilities to provide assistance in fulfilling the Board’s responsibilities. Management prepares and reviews with the Audit Committee and the Board semiannuallyquarterly, risks outlined in the Company’s most recent Annual Report on Form 10-K and annually 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. The ESG and Nominating Committee oversees the Company’s ESG programs, including climate change risk, as well as the Corporate Sustainability report, TCFD, and SASB disclosures. 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.

Board Leadership Structure

The Board has no set policy concerning the separation of the offices of Chairman of the Board and Chief Executive Officer, but retains the flexibility to decide how the two positions should be filled based on the circumstances existing at any given time. Following Mr. Grzebinski’s succession to the position of President and Chief Executive Officer in 2014, the Board considered it important for Mr. Pyne, with his comprehensive understanding of the Company’s businesses and strategic direction, to continue in the role of an Executive Chairman of the Board. During the same time period, the Board was focused on management succession planning, primarily for the role of Chief Executive Officer but also for other senior management positions. The Board determined that having Mr. Pyne continue to serve as an Executive Chairman of the Board after relinquishing the role of Chief Executive Officer would facilitate the succession process and provide valuable support to the senior management team. When Mr. Pyne retired as Executive Chairman of the Board in April 2018, the Board considered it important to the Company for Mr. Pyne to continue as Chairman of the Board in a non-executive capacity to continue to take advantage of his knowledge of the Company and its businesses as well as his leadership experience and he continues to serve in such capacity.

The Board has chosen Mr. Alario to be the Lead Independent Director to preside at the regular executive sessions of the non-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.

Board Committees

The Board has established three standing committees, including the Audit Committee, the Compensation Committee, and the Governance Committee, each of which is briefly described below.

Audit Committee

ESG and Nominating Committee. All of the members of the Audit Committeeeach committee are independent, as that term is defined in applicable Securities and Exchange Commission (“SEC”)SEC and NYSE rules. In addition,The member composition and a brief description of the principal functions of each committee is briefly described below.

C – Committee Chairperson

M – Committee Member

Audit Committee

The Board has determined that all of the members of the Audit Committee are “audit committee financial experts,” as that term is defined in SEC rules. The Audit 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 Overview.Documents.

Compensation Committee

All of the members of the Compensation Committee are independent, as that term is defined in applicable SEC and NYSE rules. In addition, all of the members of the Compensation Committee are “Non-Employee Directors” and “outside directors” as defined in relevant federal securities and tax regulations. The Compensation 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 Overview.Documents.

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 2020,2021, the Board met sixnine times, the Audit Committee met nine times, the Compensation Committee met five times and the GovernanceESG and Nominating Committee met fivefour times. Each director attended allat least 75% of the meetings of the Board and all the meetings of the committees on which he or she served. All directors attended the 20202021 Annual Meeting of Stockholders of the Company.

The following table summarizes the cash and equity compensation for nonemployee directors for the year ended December 31, 2020:2021:

Director Compensation for 20202021

Director Outstanding Equity at December 31, 20202021 and Grant Date Fair Value of Equity Awarded During 20202021

The following table shows the aggregate number of shares of unvested restricted stock and stock options outstanding for each director as of December 31, 2020,2021, as well as the grant date fair value of restricted stock awards and stock option grants made during 2020:2021:

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 GovernanceESG and Nominating 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”), a not-for-profit that provides global classification services to the marine, offshore and gas industries. The Company paid ABS $2,377,000$1,620,000 in 20202021 to perform audits and surveys of the Company’s vessels in the ordinary course of business.

Mr. Grzebinski is a member of the board of directors of UK Protection & Indemnity Association (“UK P&I)&I”), a mutual marine protection and indemnity organization that provides protection and indemnity insurance for third party liabilities and expenses arising from vessel operations. The Company paid UK P&I $3,000,000$3,215,000 in premiums during 20202021 for coverage in the 2020-20212021- 2022 policy period in the ordinary course of business.

Amy D. Husted, Vice President, General Counsel and Secretary of the Company, is a member of the board of directors of Signal Mutual Indemnity Association Ltd (“Signal”), a group self-insurance not-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 $667,000$551,000 in 20202021 in the ordinary course of business.

The husband of Ms. Husted is a partner in the law firm of Clark Hill PLC. The Company paid the law firm $1,598,000$2,900,000 in 20202021 for legal services. However, Mr. Husted is not involved in representing the Company 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.

No family relationship exists among the executive officers or among the executive officers and the directors.

VOTING ITEM 2:

AUDIT COMMITTEE MATTERS

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

The Audit Committee has selected KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.2022. KPMG served as the Company’s independent accounting firm for the fiscal year ending December 31, 2020.2021 and has served in such capacity since 1992. 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 2021.2022.

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 2021.2022.

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 would probably be continued for 20212022 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 20212022 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.

Fees Paid to the Independent Registered Public Accounting Firm

The following table sets forth the fees billed by KPMG, the Company’s independent registered public accounting firm, during the last two fiscal years:

Audit Fees are fees for professional services rendered by KPMG for the audit of the Company’s annual financial statements, audit of internal control over financial reporting, review of the Company’s quarterly financial statements, or services normally provided in connection with statutory or regulatory filings. This category also includes fees for issuance of comfort letters, consents and review of documents filed with the SEC.

Tax Fees are fees for professional services rendered by KPMG for tax compliance, tax advice and tax planning. Services performed by KPMG in this category for 2020 included the review of the Company’s 2018 and 2019 federal income tax returns and changes related to the CARES Act.

Each engagement of the independent registered public accounting firm to perform audit or non-audit services must be approved in advance by the Company’s Audit Committee or by its Chairman pursuant to delegated authority.

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 fivefour 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, 20202021 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, 20202021 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 Form 10-K for the year ended December 31, 2020,2021, which has been filed with the Securities and Exchange Commission.

Audit Committee

Richard R. Stewart, Chairman

Anne-Marie N. Ainsworth

Richard J. Alario

Tanya S. Beder

Barry E. Davis

VOTING ITEM 3:

EXECUTIVE COMPENSATION

ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL 3)

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 a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed and discussed under “EXECUTIVE COMPENSATION” on pages 28-4428-45 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 20212022 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 3 approving the compensation of the named executive officers as disclosed in this Proxy Statement.

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis (“CD&A”) is intended to help you understand the executive compensation practices and decisions made in 2021 relating to the named executive officers listed below. The supplemental CD&A should be read in conjunction with the compensation tables and related narrative of this Proxy Statement.

Executive Summary

Named Executive Officers

The Company’s “named executive officers” for 20202021 and their positions with the Company at the end of the year were:

Compensation for the Company’s named executive officers is provided primarily by three compensation elements:

BaseThe capped long-term performance-based cash performance awards are subject to achievement of the objective performance measures.

Annual base salary is not variable once established for the year, but annual incentive compensation and long-term incentive compensation are variable in that they are based upon current year performance and longer termlonger-term performance, respectively. Additionally, certain retention awards comprised of a cash retention bonus and RSUs approved in 2021 by the Compensation Committee for Messrs. Grzebinski, O’Neil, and Reniers are subject to incentive and retention award agreements which are intended to properly incentivize and retain key executives through the unprecedented economic downturn due to the global COVID-19 pandemic and beyond.

The overall goalpurpose of the Company’s compensation program is (1) to payenable the Company to remain competitive by paying compensation competitive with similar companies 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 in 20202021 was negatively affected by decreased activityreduced revenues and operating income in oil and gas exploration and the demand destruction caused by the COVID-19 pandemic. In the marine transportation segment, revenues decreased 12% year-on-year,primarily due to reduced barge utilization in the inland and coastal markets and decreased term and spot contractmarket pricing in the inland market each as a result ofwell as a reduction in demandthe size of the tank barge fleet principally due to the COVID-19 pandemic,Company’s divestiture of its Hawaii assets and the impairment of its coastal unit’s goodwill and certain vessels. In addition, results were impacted by Winter Storm Uri during the first quarter which shut down many Gulf Coast refineries and chemical plants for an extended period of time, as well as Hurricane Ida which shuttered almost the entire Southeast Louisiana refinery and chemical complex and key waterways for an extended period of time during the third quarter. This was partially offset by the acquisition of assets from Savage Inland Marine, LLCincreased revenues and operating income in April 2020. In the distribution and services segment revenues decreased 39% year-on-year, driven by reducedas improved economic activity across the U.S. resulted in higher business levels in the power generation and on-highway business as well as increased oilfield as a result of oil price volatility throughout 2019 and 2020, the extensive downturn in oil and gas exploration due to low oil prices, caused in part by the COVID-19 pandemic, an oversupply of pressure pumping equipment in North America, and reduced spending and enhanced cash flow discipline for the Company’s major oilfield customers.activity. In 2020,2021, the Company generated strong cash flow with Adjusted EBITDA of $360 million and expanded its marine fleet, investing over $300 million in acquisitions and new construction of marine transportation equipment. At the end of 2020,$306 million. During 2021, the Company had adecreased its debt to capital ratio of 32.2%to 28.7%.

The following table summarizes a number of key Company financial measures for the last three years (dollars are in(in millions except for per share amounts):

Chief Executive Officer Compensation

Mr. Grzebinski’s salary increased from an annual rate of $950,000 in 2020 to an annual rate of $985,000 in July 2021. He earned an annual incentive award for 2021 performance and received a cash payment pursuant to his cash performance award for the 2019-2021 performance period for an aggregate of $1,096,590 (a decrease of 6% from 2020). In addition, he received stock options and RSUs with an aggregate grant date fair value of $3,318,486 (an increase of 60% from 2020 due to the 24,626 RSUs granted as part of Mr. Grzebinski’s incentive and retention award). A total of 76% of his total direct compensation (annual incentive compensation payment, cash performance award payment, and RSUs) plus cash retention awards was at risk.

Compensation Committee

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

During 2020,2021, the Committee was composed ofincreased from three to four members, all of whom are “independent directors,” “Non-Employee Directors” and “outside directors” as those terms are defined in relevantapplicable SEC and NYSE standards and federal securities and tax regulations.

The Committee does not delegate any of its authority to determine executive compensation. The Committee considers recommendations from the Chief Executive Officer in making its compensation decisions for executive officers other than the Chief Executive Officer. The Committee takes those recommendations into account when setting compensation for other executive officers since the Chief Executive Officer is in the best position to evaluate the contributions of the other executive officers to the success of the Company. The Board undertakes an independent evaluation of the individual performance of the Chief Executive Officer before the Committee sets his compensation. The Committee also engaged a compensation consultant in connection with its compensation decisions for 2020.2021.

In determining the compensation of the named executive officers, the Committee considered all elements of total compensation, including salary, annual incentive compensation, long-term incentive compensation, and projected payouts under the Company’s retirement 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 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 considerations of internal pay equity. However, theThe Committee has discretion to adjust formula-driven factors or provide additional incentive compensation based on executive retention considerations, or in recognition of specific achievements in extraordinary circumstances. 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 2020 Annual Meeting, stockholders approved the compensation of the Company’s named executive officers by 83% of the votes cast. In the past two years, stockholder support has declined below historical levels. While there were no material changes to the executive compensation program in 2020, in response to stockholder feedback, the Committee has made certain changes to the 2021 compensation program to address stockholder concerns.