Kirby (KEX) Proxy Filing summary

Voting matters and shareholder proposals

• Election of three Class I directors: Richard J. Alario, Tracy A. Embree, and David W. Grzebinski.

• Ratification of KPMG LLP as the independent registered public accounting firm for 2026.

• Advisory vote on executive compensation for named executive officers.

• Approval of amendments to the 2005 Stock and Incentive Plan.

• Approval of amendments to the 2000 Nonemployee Director Stock Plan.

Board of directors and corporate governance

• Board recommends voting in favor of all five proposals presented at the annual meeting.

Executive compensation and say-on-pay

• Advisory vote scheduled for shareholder approval of named executive officer compensation.