Bristow Group Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$VTOL
Transportation Services
Consumer Discretionary
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
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
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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 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 5.07 | Submission 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 9.01 | Financial 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 | ||||||||||||||