Kirby appoints Rocky B. Dewbre to Board, enters cooperation agreement with JCP Investment Management

KIRBY CORP

Dewbre appointed as independent Class II director, board expands to 11 members, 9 independent.
Cooperation agreement with JCP includes standstill, voting commitments, and mutual non-disparagement.
JCP must vote with board on director elections, auditor ratification, and say-on-pay unless ISS recommends otherwise on non-director items.
Dewbre to receive ~$41,875 in restricted shares (vest 6 months) and prorated annual cash fee of $18,750.
Standstill period runs until 30 days before 2024 annual meeting nomination deadline or 120 days before 2023 annual meeting anniversary.

item 1.01 item 5.02 item 8.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Rocky B. Dewbre

Director

KEX · KIRBY CORP

Effective: 2023-02-03
Filed: February 3, 2023, 6:59 PM ET

On February 3, 2023, the Company increased the size of the Board from 10 to 11 directors and elected Mr. Dewbre to fill the vacancy, to serve as a Class II director until the 2024 Annual Meeting.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Rocky B. Dewbre was elected as Director at KIRBY CORP.

Action: elected
Role: Director

Exact text from the filing

On February 3, 2023, the Company increased the size of the Board from 10 to 11 directors and elected Mr. Dewbre to fill the vacancy, to serve as a Class II director until the 2024 Annual Meeting.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

KIRBY CORP entered into Cooperation Agreement with JCP Investment Management, LLC and certain of its affiliates and associates (collectively, "JCP") (effective 2023-02-03).

Action: entry
Counterparty: JCP Investment Management, LLC and certain of its affiliates and associates (collectively, "JCP")
Effective: 2023-02-03

Exact text from the filing

On February 3, 2023, Kirby Corporation (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with JCP Investment Management, LLC and certain of its affiliates and associates (collectively, “JCP”) regarding matters relating to the election of members of the Company’s Board of Directors (the “Board”) and certain other matters.

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KIRBY CORP filing history →

Source: SEC EDGAR

accession 0000950170-23-001792

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