---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-001792"
form_type: "8-K"
ticker: "KEX"
cik: "0000056047"
company_name: "KIRBY CORP"
filed_at: "2023-02-03T23:59:59+00:00"
generated_at: "2026-06-20T01:25:15.218835+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0000950170-23-001792
- form_type: 8-K
- ticker: KEX
- cik: 0000056047
- company_name: KIRBY CORP
- filed_at: 2023-02-03T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 5.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/56047/000095017023001792/0000950170-23-001792-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/56047/000095017023001792/kex-20230203.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-001792
- JSON: https://secwatch.observer/filing/0000950170-23-001792.json
- Plain text: https://secwatch.observer/filing/0000950170-23-001792.txt

## Key facts
- Executive change
  Rocky B. Dewbre was elected as Director at KIRBY CORP.
  - Action: elected
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/56047/000095017023001792/0000950170-23-001792-index.htm
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/56047/000095017023001792/0000950170-23-001792-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.