Other Information
−Removed: During the three months ended September 30, 2023, the following Section 16 officers adopted, modified or terminated “
−Removed: Rule 10b5-1 trading arrangements”
−Removed: (as defined in Item 408 of Regulation S-K of the Exchange Act):
+Added: During the 2024 first quarter , the following Section 16 officer adopted, modified or terminated a “ Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act):
Character of Trading Arrangement (a)
2 unchanged sentences
Date Terminated
−Removed: President & Chief Executive Officer
−Removed: Rule 10b5-1 Trading Arrangement
−Removed: Up to 18,000 shares to be sold
−Removed: 2/12/2024 - 2/23/2024
−Removed: Executive Vice President and Chief Financial Officer
−Removed: Rule 10b5-1 Trading Arrangement
−Removed: Up to 9,178 shares to be sold
−Removed: 12/12/2023 - 7/31/2024
−Removed: Vice President and Chief Information Officer
+Added: Vice President, General Counsel and Secretary
Rule 10b5-1 Trading Arrangement
Up to 5,000 shares to be sold
−Removed: 1/26/2024 - 4/15/2024
−Removed: Vice President and Chief Information Officer
−Removed: Rule 10b5-1 Trading Arrangement
−Removed: Up to 8,718 shares to be sold (c)
+Added: Up to 2,853 stock options to be exercised
5/28/2024 - 1/31/2025
−Removed: (a) Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement”
−Removed: is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).
+Added: (a) Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).
(b) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table, subject to certain conditions.
−Removed: Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement”
−Removed: only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule, which is at least 90 days for executive officers and directors under the Company's insider trading policies.
−Removed: (c) As of the date of termination, 607 shares had been sold under this Rule 10b5-1 trading arrangement.
−Removed: There were no “non-Rule 10b5-1 trading arrangements”
−Removed: (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted , modified or terminated during the three months ended September 30, 2023 by the Company’s directors and Section 16 officers.
−Removed: Each of the trading arrangements are in accordance with the Company’s policy against insider trading, and actual sale transactions made pursuant to such trading arrangements have been or will be disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules and regulations.
+Added: Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule, which is at least 90 days for executive officers and directors under the Company’s insider trading policies.
+Added: There were no “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted , modified or terminated during the 2024 first quarter by the Company’s directors and Section 16 officers.
+Added: Each of the trading arrangements are in accordance with the Company’s policy against insider trading, and actual sale transactions made pursuant to such trading arrangements have been or will be disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules and regulations.
EXHIBIT INDEX
1 unchanged sentence
Description of Exhibits
−Removed: Restated Articles of Incorporation of the Company with all amendments to date (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014).
−Removed: Bylaws of the Company with all amendments to date (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 28, 2022).
−Removed: See Exhibits 3.1 and 3.2 hereof for provisions of our Restated Articles of Incorporation of the Company with all amendments to date and the Bylaws of the Company with all amendments to date (incorporated, respectively, by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014 and Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 28, 2022).
+Added: Restated Articles of Incorporation of the Company with all amendments to date (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014).
+Added: Bylaws of the Company, as amended to April 25, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 28, 2022).
+Added: Amendment to Bylaws of Kirby Corporation dated April 26, 2024 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 26, 2024).
+Added: See Exhibits 3.1, 3.2 and 3.3 hereof for provisions of our Restated Articles of Incorporation of the Company with all amendments to date and the Bylaws of the Company with all amendments to date (incorporated, respectively, by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 28, 2022, and Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 26, 2024).
+Added: Annual Incentive Plan Guidelines for 2024 (incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023).
+Added: Nonemployee Director Compensation Program effective January 29, 2024 (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023).
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)
1 unchanged sentence
Certification Pursuant to 18 U.S.C.
−Removed: Inline XBRL Instance Document –
−Removed: the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
+Added: Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
Cover Page Interactive Data File (embedded within the Inline XBRL document)
6 unchanged sentences
Chief Financial Officer
−Removed: November 6, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.