Item 2.02. Results of Operations and Financial Condition.

On April 28, 2022, Kirby Corporation ("Kirby" or the "Company") issued a press release announcing results for the first quarter ended March 31, 2022. A copy of the press release is attached as Exhibit 99.1 to this report.

Adjusted EBITDA, a non-GAAP financial measure, is used in the press release. Kirby defines Adjusted EBITDA as net earnings (loss) attributable to Kirby before interest expense, taxes on income, depreciation and amortization, impairment of long-lived assets and impairment of goodwill. Kirby has historically evaluated its operating performance using numerous measures, one of which is Adjusted EBITDA. Adjusted EBITDA is presented because of its wide acceptance as a financial indicator. Adjusted EBITDA is one of the performance measures used in Kirby's incentive bonus plan. Adjusted 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 Adjusted EBITDA to net earnings (loss) attributable to Kirby for the 2022 and 2021 first quarters is included in the press release. Adjusted 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 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 as a result of uncertainty surrounding the COVID-19 pandemic on global and regional market conditions. 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 26, 2022, at which the stockholders voted on the following matters:

1.

Anne-Marie N. Ainsworth, William M. Waterman, and Shawn D. Williams were elected Class III directors of Kirby to serve until the 2025 Annual Meeting of Stockholders by the following vote:



                             For        Against    Abstain   Broker Non-Votes
Anne-Marie N. Ainsworth   52,273,141   2,402,868   17,942       2,720,085
William M. Waterman       51,298,248   3,068,589   327,114      2,720,085
Shawn D. Williams         53,615,965   1,058,841   19,145       2,720,085


2.

The Audit Committee's selection of KPMG LLP as Kirby's independent registered public accounting firm for 2022 was ratified by the following vote:



For                56,132,277
Against             1,258,208
Abstain                23,551
Broker non-votes            0


3.

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



For                51,769,100
Against             2,726,369
Abstain               198,482
Broker non-votes    2,720,085

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