[8-K] KIRBY CORP Reports Material Event
Kirby Corporation is expanding its Board of Directors from nine to ten members and has elected Tracy A. Embree as a new independent Class I director effective February 16, 2026.
Rhea-AI Filing Summary
Kirby Corporation is expanding its Board of Directors from nine to ten members and has elected Tracy A. Embree as a new independent Class I director effective February 16, 2026. She will serve until the 2026 annual meeting of stockholders and is expected to stand for election in April.
Ms. Embree is the retired President of Otis Americas and previously held senior leadership roles at Cummins Inc., bringing more than 25 years of global industrial, manufacturing, and distribution experience. She will receive standard nonemployee director compensation, including an automatic grant of approximately $41,875 in restricted Kirby common stock and a prorated annual director fee of $21,250, with the restricted shares vesting six months after the grant date.
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8-K Event Classification
FAQ
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What board change did Kirby Corporation (KEX) announce in this 8-K?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 16, 2026, the Board of Directors of Kirby Corporation (“Kirby”) expanded the size of the Board of Directors from nine to ten directors and elected Tracy A. Embree to fill the vacancy, to serve as a Class I director until the Annual Meeting of Stockholders in 2026. The Board of Directors determined that Ms. Embree will serve as an independent director. Ms. Embree has more than 25 years of experience in power generation, commercial and industrial and distribution, and manufacturing. She most recently served as President, Otis Americas, of Otis Worldwide Corporation prior to that she served in various operations, product development, distribution, and manufacturing roles at Cummins, Inc. having last served as President of Cummins, Inc.’s Distribution Business. At this time, Ms. Embree has not been appointed to serve on a committee of the Board of Directors. Ms. Embree will receive the standard compensation for directors under Kirby’s Nonemployee Director Compensation Program, prorated for her current term of office, including an automatic grant of approximately $41,875 in value of restricted shares of Kirby common stock and a prorated annual director fee of $21,250 payable quarterly. The shares of restricted stock vest six months after the date of grant.
Item 9.01. Financial Statements and Exhibits
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Press release dated February 20, 2026 |
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104 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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KIRBY CORPORATION |
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Date: |
February 20, 2026 |
By: |
/s/ Raj Kumar |
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Raj Kumar |
KIRBY CORPORATION |
Contact: Matt Kerin |
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713-435-1077 |
FOR IMMEDIATE RELEASE
KIRBY CORPORATION ANNOUNCES NEW
DIRECTOR OF THE BOARD TRACY A. EMBREE
Houston, Texas (February 20, 2026) – Kirby Corporation ("Kirby") (NYSE: KEX) today announced the appointment of Tracy A. Embree as a new independent member of the Kirby Board of Directors effective February 16, 2026. She will stand for election at the annual meeting of the corporation in April of this year.
Ms. Embree is the retired President of Otis Americas, a division of Otis Worldwide Corporation, and brings more than 25 years of global leadership experience across industrial operations, manufacturing, distribution, and services businesses. Her extensive executive background and board experience further strengthen the depth and breadth of expertise on Kirby’s Board of Directors.
Ms. Embree is an accomplished leader with extensive experience in power generation. Most recently, Ms. Embree served as President, Otis Americas, where she led the company’s new equipment and service businesses across North and South America, overseeing operations, sales, and service delivery. Prior to Otis, she spent more than two decades at Cummins Inc., where she held several senior leadership roles, including President of Cummins’ Distribution Business and President of Cummins’ Components Business. During her tenure at Cummins, Ms. Embree oversaw global manufacturing, product development, distribution, and operational functions across multiple business segments, with a particular focus on power generation.
Ms. Embree currently serves as an independent director at Lennox International, Inc. and KLA Corporation, where she is a member of the compensation committees at both companies. She previously served as an independent director of Louisiana-Pacific Corporation, including as a member of its audit committee.
Ms. Embree holds a Bachelor of Science degree in Chemical Engineering from the Massachusetts Institute of Technology and a Master of Business Administration from Harvard Business School.
David Grzebinski, Kirby’s Chief Executive Officer, commented, “We are pleased to welcome Tracy Embree to the Board of Directors at Kirby. Tracy brings deep leadership experience that aligns well with our businesses, and we are confident she will be a valuable addition to the Board. Her extensive experience in power generation across manufacturing, distribution and services businesses will help support and guide Kirby’s continued success.”
Kirby Corporation, based in Houston, Texas, is the nation’s largest domestic tank barge operator, transporting bulk liquid products throughout the Mississippi River System, on the Gulf Intracoastal Waterway, and coastwise along all three United States coasts. Kirby transports petrochemicals, black oil, refined petroleum products, and agricultural chemicals by tank barge. In addition, Kirby participates in the transportation of dry-bulk commodities in United States coastwise trade. Through the distribution and services segment, Kirby provides equipment, after-market parts and services for power generation systems in applications that include behind the meter power systems and emergency backup systems, after-market and genuine replacement parts and services for engines, transmissions, reduction gears, electric motors, drives, and controls, specialized electrical distribution and controls systems, and related equipment used in power generation, marine, on-highway, oilfield services, and other industrial applications. Kirby also rents equipment including generators, industrial compressors, high-capacity lift trucks, construction equipment and refrigeration trailers for use in a variety of industrial markets. Kirby also manufactures and remanufactures specialized equipment, including pressure pumping units and electric fracturing systems, electric power generation equipment, and specialized electrical distribution and control equipment for data centers, oilfield service, railroad and other industrial customers.
55 Waugh Drive Suite 1000 P. O. Box 1745 Houston, Texas 77251 713-435-1000 Fax 713-435-1010