Kirby (KEX) Proxy Filing summary

Executive summary

• Achieved record financial performance in 2025, with consolidated revenues up 3% to $3.4 billion and net earnings of $354.6 million, or $6.33 per share, a 16% increase over the prior year, driven by strong marine transportation and power generation segments.

• Inland and coastal marine businesses maintained high utilization and solid margins despite weather and operational challenges; coastal marine revenues rose 8% year-over-year.

• Distribution and services segment saw 6% revenue growth, led by power generation, offsetting softness in oil and gas and trucking markets.

• Returned over $354 million to shareholders through share repurchases and funded $116 million in acquisitions.

• Exceeded emissions-intensity reduction targets and advanced construction of additional hybrid towboats, reinforcing sustainability commitments.

Voting matters and shareholder proposals

• Election of three Class I directors to serve until 2029.

• Ratification of KPMG LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval of amendments to the 2005 Stock and Incentive Plan and the 2000 Nonemployee Director Stock Plan, including extending plan terms, increasing award limits, and enhancing clawback provisions.

Board of directors and corporate governance

• Board comprised of a majority of independent directors, with 56% gender or racial diversity.

• Board committees (Audit, Compensation, ESG and Nominating) are fully independent and oversee key areas including risk, compensation, and ESG.

• Regular board refreshment and annual evaluations to ensure diverse perspectives and effective governance.

• Stock ownership guidelines and prohibition on hedging and pledging company stock for directors and executives.