Item 2.02. Results of Operations and Financial Condition.

On April 27, 2023, Kirby Corporation ("Kirby" or the "Company") issued a press release announcing results for the first quarter ended March 31, 2023. A copy of the press release is attached as Exhibit 99.1 to this report.

EBITDA, a non-GAAP financial measure, is used in the press release. Kirby defines EBITDA as net earnings attributable to Kirby before interest expense, taxes on income, and depreciation and amortization. Kirby has historically evaluated its operating performance using numerous measures, one of which is EBITDA. EBITDA is presented because of its wide acceptance as a financial indicator. EBITDA is one of the performance measures used in calculating performance compensation pursuant to the Company's annual incentive plan. EBITDA is also used by rating agencies in determining Kirby's credit rating and by analysts publishing research reports on Kirby, as well as by investors and investment bankers generally in valuing companies. A quantitative reconciliation of EBITDA to net earnings attributable to Kirby for the 2023 and 2022 first quarters is included in the press release. EBITDA is not a calculation based on generally accepted accounting principles and should not be considered as an alternative to, but should only be considered in conjunction with, Kirby's GAAP financial information.

The press release also includes non-GAAP financial measures which exclude certain one-time items, including earnings before taxes on income (excluding one-time items), net earnings attributable to Kirby (excluding one-time items), and diluted earnings per share (excluding one-time items). A reconciliation of these measures with GAAP is included in the press release. Management believes that the exclusion of certain one-time items from these financial measures enables it and investors to assess and understand operating performance, especially when comparing those results with previous and subsequent periods or forecasting performance for future periods, primarily because management views the excluded items to be outside of Kirby's normal operating results. The press release additionally includes free cash flow, a non-GAAP financial measure, which Kirby defines as net cash provided by operating activities less capital expenditures. A reconciliation of free cash flow with GAAP is included in the press release. Kirby uses free cash flow to assess and forecast cash flow and to provide additional disclosures on the Company's liquidity. Free cash flow does not imply the amount of residual cash flow available for discretionary expenditures as it excludes mandatory debt service requirements and other non-discretionary expenditures. These non-GAAP financial measures are not calculations based on generally accepted accounting principles and should not be considered as an alternative to, but should only be considered in conjunction with Kirby's GAAP financial information.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Kirby held its Annual Meeting of Stockholders on April 25, 2023, at which the stockholders voted on the following matters:

1.

Richard J. Alario, Susan W. Dio, David W. Grzebinski, and Richard R. Stewart were elected Class I directors of Kirby to serve until the 2026 Annual Meeting of Stockholders by the following vote:


                         For        Against    Abstain   Broker Non-Votes
Richard J. Alario     52,092,621   2,779,907   17,350       2,945,437
Susan W. Dio          54,796,455    75,842     17,581       2,945,437
David W. Grzebinski   54,426,074    447,841    15,963       2,945,437
Richard R. Stewart    53,493,524   1,378,569   17,785       2,945,437


2.

The Audit Committee's selection of KPMG LLP as Kirby's independent registered public accounting firm for 2023 was ratified by the following vote: For

               56,879,103
Against              937,972
Abstain               18,240
Broker non-votes           0





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3.

The compensation of Kirby's named executive officers was approved on a non-binding advisory basis by the following vote: For

               51,095,432
Against            3,544,424
Abstain              250,022
Broker non-votes   2,945,437

4.

Kirby's stockholders approved, on a non-binding advisory basis, the frequency of stockholder votes on the Company's executive compensation to be every year: 1 Year

             52,179,047
2 Years                 6,858
3 Years             2,622,263
Abstain                76,420

Broker non-votes 2,950,716

After considering the results of the stockholder vote on frequency of stockholder votes on the Company's executive compensation, Kirby has decided to include a non-binding advisory vote on executive compensation in its proxy materials every year until the next required vote on the frequency of advisory votes on executive compensation.

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