0001525221false00015252212024-06-052024-06-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 5, 2024

Bristow Group Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware1-3570172-1455213
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)

3151 Briarpark Drive, Suite 700,Houston,Texas77042
(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code
(713)267-7600

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)Name of each exchange on which registered
Common Stock $0.01 par valueVTOLNYSE



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

On June 5, 2024, Bristow Group Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders of the Company approved Amendment No. 2 to the Bristow Group Inc. 2021 Equity Incentive Plan (the “Amendment”), as described in Amendment No. 1 to the Company’s definitive proxy statement on Schedule 14A filed with the Securities Exchange Commission on April 23, 2024 (the “Proxy Statement”). The Amendment had previously been approved, subject to stockholder approval, by the Company’s Board of Directors (the “Board”).

The description of the Amendment is subject to and qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the following four proposals were presented, as described in the Proxy Statement:
(1)Election of nine director nominees named in the Proxy Statement to the Board;
(2)Advisory vote to approve named executive officer compensation;
(3)Approval of an amendment to the Company’s 2021 Equity Incentive Plan; and
(4)Ratification of the appointment of KPMG LLP as the Company’s independent auditors for 2024.
Proposal 1 - Election of Directors
The following nine director nominees were elected by the Company’s stockholders to serve on the Board for one-year terms until the Company’s 2025 Annual Meeting of Stockholders, or until their successors are duly elected and qualified, by the following votes:
Nominee
For
Withheld
Broker Non-Vote
Christopher S. Bradshaw
24,789,560
193,976
1,125,981
Lorin L. Brass
24,413,821
569,715
1,125,981
Wesley E. Kern
24,743,349
240,187
1,125,981
Robert J. Manzo
21,628,961
3,354,575
1,125,981
G. Mark Mickelson
24,769,815
213,721
1,125,981
General Maryanne Miller, Ret.
24,790,389
193,147
1,125,981
Christopher Pucillo
24,409,163
574,373
1,125,981
Shefali Shah
24,765,514
218,022
1,125,981
Brian D. Truelove
24,426,313
557,223
1,125,981
Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation
The advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, was approved by the Company’s stockholders by the following vote:
For
Against
Abstain
Broker Non-Vote
24,705,936
237,827
39,773
1,125,981
Proposal 3 – Approval of an Amendment to the Company’s 2021 Equity Incentive Plan
The amendment to the Company’s 2021 Equity Incentive Plan was approved by the Company’s stockholders by the following vote:
For
Against
Abstain
Broker Non-Vote
24,289,523
651,678
42,335
1,125,981




Proposal 4 – Ratification of the Appointment of Independent Auditors
The ratification of the appointment of KPMG LLP as the Company’s independent auditors for 2024 was approved by the following vote:
For
Against
Abstain
Broker Non-Vote
25,957,543
147,887
4,087
None
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description of Exhibit
10.1
104
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.









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.
    
BRISTOW GROUP INC.


Date: June 7, 2024
By:/s/ Elizabeth Matthews
Elizabeth Matthews
Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary

v3.24.1.1.u2
Cover Page
Jun. 05, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jun. 05, 2024
Entity Incorporation, State or Country Code DE
Entity File Number 1-35701
Entity Tax Identification Number 72-1455213
Entity Registrant Name Bristow Group Inc.
Entity Address, Address Line One 3151 Briarpark Drive, Suite 700,
Entity Address, City or Town Houston,
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77042
City Area Code (713)
Local Phone Number 267-7600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock $0.01 par value
Trading Symbol VTOL
Security Exchange Name NYSE
Amendment Flag false
Entity Central Index Key 0001525221
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