SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/20/22 Kirby Corp. 8-K:5,9 5/16/22 14:732K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 40K 2: EX-10.1 Material Contract HTML 63K 3: EX-10.2 Material Contract HTML 63K 4: EX-10.3 Material Contract HTML 63K 5: EX-10.4 Material Contract HTML 63K 9: R1 Document and Entity Information HTML 48K 12: XML IDEA XML File -- Filing Summary XML 13K 10: XML XBRL Instance -- kex-20220516_htm XML 16K 11: EXCEL IDEA Workbook of Financial Reports XLSX 6K 8: EX-101.LAB XBRL Labels -- kex-20220516_lab XML 44K 7: EX-101.PRE XBRL Presentations -- kex-20220516_pre XML 35K 6: EX-101.SCH XBRL Schema -- kex-20220516 XSD 12K 13: JSON XBRL Instance as JSON Data -- MetaLinks 11± 18K 14: ZIP XBRL Zipped Folder -- 0000950170-22-010397-xbrl Zip 69K
8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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): i May 16, 2022 |
i KIRBY CORPORATION
(Exact name of registrant as specified in its charter)
i Nevada |
i 1-7615 |
i 74-1884980 |
||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
|
|
|
|
|
i 55 Waugh Drive, i Suite 1000 |
|
|||
i Houston, i Texas |
|
i 77007 |
||
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: ( i 713) i 435-1000 |
Not Applicable |
(Former Name or Former Address, if Changed Since Last Report)
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:
i ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
i Common Stock |
i KEX |
i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 16, 2022, Kirby Corporation (the “Company”) entered into Change of Control Agreements (each, an “Agreement”, and, collectively, the “Agreements”) with each of David W. Grzebinski, Raj Kumar, Amy D. Husted, and Christian G. O’Neil. Under these Agreements, the covered executive is entitled, if terminated during a change of control period (defined below) by the Company without “cause,” or by the covered executive for “good reason” (as those terms are defined in the covered executive’s Agreement), to the following severance payments and benefits (collectively, the “Severance Benefits”):
The “change in control period” for purposes of the Agreements means the period (a) commencing on the date on which the Company enters into a definitive written agreement that, if the transactions contemplated therein are consummated, would result in a change of control, and (b) ending on the second anniversary of the date on which a change of control occurs (or, if earlier, the date on which the definitive agreement terminates without consummation of a change of control).
The covered executive’s right to receive the Severance Benefits is conditioned on the covered executive’s timely execution and non-revocation of a release and waiver of claims against the Company and its affiliates, and the covered executive’s compliance with the confidentiality, non-solicitation, noncompetition, and non-disparagement restrictive covenants set forth in the covered executive’s Agreement. The non-solicitation and noncompetition covenant periods are thirty-six (36) months for Mr. Grzebinski and twenty-four (24) months for each of Mr. Kumar, Mr. O’Neil, and Ms. Husted.
To the extent the Severance Benefits, together with any other payments contingent upon a change in control, exceed the limits under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (generally, three times the covered executive’s average annual compensation for the prior five calendar years), the Severance Benefits will either be (a) reduced to the extent necessary to avoid the disallowance of a deduction under Section 280G of the Code or imposition of the excise tax under Section 4999 of the Code or (b) paid in full to the covered executive, whichever results in the greatest after-tax benefit to the covered executive.
The foregoing summary of the Agreements is qualified in its entirety by reference to the full text of the Agreements, which are attached hereto as Exhibits 10.1, 10.2, 10.3, and 10.4 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
Exhibit Number |
|
Description of Exhibit |
|
|
|
|
|
10.1 |
|
||
10.2 |
|
Change of Control Agreement by and between Kirby Corporation and Raj Kumar dated May 16, 2022 |
|
10.3 |
|
||
10.4 |
|
Change of Control Agreement by and between Kirby Corporation and Amy D. Husted dated May 16, 2022 |
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
|
|
|
KIRBY CORPORATION |
|
|
|
|
Date: |
By: |
/s/ Raj Kumar |
|
|
|
|
Raj Kumar |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 5/20/22 | 8-K, 8-K/A | ||
For Period end: | 5/16/22 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/24 Kirby Corp. 10-K 12/31/23 98:17M Donnelley … Solutions/FA 2/21/23 Kirby Corp. 10-K 12/31/22 101:23M Donnelley … Solutions/FA 8/08/22 Kirby Corp. 10-Q 6/30/22 64:11M Donnelley … Solutions/FA 6/03/22 Kirby Corp. S-8 6/03/22 4:79K Donnelley … Solutions/FA |