UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 24, 2005
KIRBY CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 1-7615 74-1884980
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
55 WAUGH DRIVE, SUITE 1000 77007
HOUSTON, TEXAS (Zip Code)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(713) 435-1000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On January 24, 2005, the Compensation Committee of Kirby's Board of
Directors awarded discretionary bonuses to the Company's Chief Executive Officer
and four other most highly compensated executive officers (the "named executive
officers") under the Company's incentive bonus plan for 2004.
The Company's incentive bonus plan is based on the achievement of three
equally weighted performance measures by each of the Company's three business
groups - inland marine transportation, diesel engine services and offshore
marine transportation - and by the Company as a whole. The three performance
measures are EBITDA (net earnings before interest expense, taxes on income,
depreciation and amortization), return on total capital and earnings per share.
At the beginning of the year, the Compensation Committee establishes
objectives for each of the three performance measures for the year, based on the
budget for the year approved by the Board of Directors. A target bonus
expressed as a percentage of base salary was established for each participant.
There is a range of possible bonuses under the plan, with no bonus earned unless
at least 80% of the target performance is achieved and a maximum possible award
of 200% of the target bonus if 120% of the target performance is achieved.
Bonuses for employees of the Company itself (a holding company which conducts
operations through its subsidiaries) are based entirely on the performance of
the Company as a whole. Bonuses for the heads of the Company's business groups
are based 50% on the performance of the business group and 50% on overall
Company performance. Bonuses for all other employees in a business group are
based 70% on the performance of the business group and 30% on Company
performance.
Seventy-five percent of each participant's bonus is based on the
achievement of the target performance by the Company and its business groups for
the year (shown as the "formula bonus" in the table below); 25% of each
participant's bonus is allocated based on a discretionary assessment of
individual performance for the year (shown as the "discretionary bonus" in the
table below).
At its January 24 meeting, the Compensation Committee awarded the full
discretionary 25% of the bonus award to each named executive officer. The total
bonuses earned by each named executive officer for 2004 were as follows:
Officer Formula Bonus Discretionary Bonus
------------------------------- -------------- --------------------
Joseph H. Pyne $ 454,286 $ 151,428
President and Chief Executive
Officer
C. Berdon Lawrence $ 347,637 $ 115,879
Chairman of the Board
Stephen P. Valerius $ 205,406 $ 68,468
President, Kirby Inland Marine,
LP
Norman W. Nolen $ 166,667 $ 55,555
Executive Vice President,
Treasurer and Chief Financial
Officer
Mark R. Buese $ 124,103 $ 41,367
Senior Vice President-
Administration
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KIRBY CORPORATION
(Registrant)
By:
--------------------------------
Norman W. Nolen
Executive Vice President, Treasurer
and Chief Financial Officer
Dated: January 28, 2005