Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 24, 2023, the Board of Directors of Kirby Corporation ("Kirby") expanded the size of the Board of Directors from nine to ten directors and elected Susan W. Dio to fill the vacancy, to serve as a Class I director until the Annual Meeting of Stockholders in 2023. The Board of Directors determined that Ms. Dio will serve as an independent director. Ms. Dio has more than 25 years of experience in international refining, petrochemicals and oil and gas. She most recently served as Chairman and President of BP America, providing oversight for BP's businesses in the United States. At this time, Ms. Dio has not been appointed to serve on a committee of the Board of Directors. The Board will take action to approve Ms. Dio's director compensation at its next meeting, but it is anticipated that Ms. Dio 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 $18,750 payable quarterly. The shares of restricted stock vest six months after the date of grant.

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