Kirby amends bylaws to address universal proxy rules and remote meeting procedures

KIRBY CORP

Bylaws amended effective Oct 25, 2022 to comply with SEC Rule 14a-19 universal proxy requirements.
Proxy solicitations for non-board nominees must include representation of compliance and provide reasonable evidence.
Clarified ability to hold stockholder meetings via remote communication; board can designate meeting location.
Includes various other technical, clarifying, and conforming updates.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

KIRBY CORP: Amended bylaws to address Rule 14a-19 proxy requirements and clarify remote meeting procedures (effective 2022-10-25).

Change: bylaw amendment
Effective: 2022-10-25

Exact text from the filing

On October 25, 2022, the Board of Directors (the “Board”) of Kirby Corporation (the “Company”) amended the bylaws of the Company (as amended or modified from time to time, the “Bylaws”), which became effective on that date, in order to, among other things: • Address recently adopted amendments to Rule 14a-19 under the Securities Exchange Act of 1934, as amended, by requiring that any person soliciting proxies in support of a director nominee other than the Board’s nominees provide a representation that such person will comply with Rule 14a-19 and deliver reasonable evidence to the Company that the Rule 14a-19 requirements have been met; and • Clarify the Company’s ability to conduct meetings by means of remote communication and the Board’s authority to designate the location for stockholder meetings.

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Source: SEC EDGAR

accession 0000950170-22-020426

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