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    Bristow Group Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    6/6/25 4:27:58 PM ET
    $VTOL
    Transportation Services
    Consumer Discretionary
    Get the next $VTOL alert in real time by email
    vtol-20250604
    0001525221false00015252212025-06-042025-06-04

    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 4, 2025

    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 4, 2025, Bristow Group Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders of the Company approved Amendment No. 3 to the Bristow Group Inc. 2021 Equity Incentive Plan (the “Amendment”), as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities Exchange Commission on April 21, 2025 (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 five 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)Advisory vote to approve the frequency of future advisory votes to approve named executive officer compensation;
    (4)Approval of an amendment to the Company’s 2021 Equity Incentive Plan; and
    (5)Ratification of the appointment of KPMG LLP as the Company’s independent auditors for 2025.
    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 2026 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
    25,978,2055,1891,568,689
    Lorin L. Brass
    24,984,916998,4781,568,689
    Wesley E. Kern
    25,264,955718,4391,568,689
    Robert J. Manzo
    23,428,2872,555,1071,568,689
    G. Mark Mickelson
    25,897,82985,5651,568,689
    General Maryanne Miller, Ret.
    25,979,8913,5031,568,689
    Christopher Pucillo
    25,533,748449,6461,568,689
    Shefali Shah
    25,357,023626,3711,568,689
    Brian D. Truelove
    25,607,760375,6341,568,689
    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
    25,392,377588,9962,0211,568,689
    Proposal 3 – Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation
    The advisory vote to approve the frequency of future advisory votes to approve the compensation of the Company’s named executive officers was approved by the Company’s stockholders by the following vote:



    One Year
    Two Years
    Three Years
    Abstain
    23,723,860649,8581,608,4021,274
    Proposal 4 – 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
    24,896,0221,085,6691,7031,568,689
    Proposal 5 – Ratification of the Appointment of Independent Auditors
    The ratification of the appointment of KPMG LLP as the Company’s independent auditors for 2025 was approved by the following vote:
    For
    Against
    Abstain
    Broker Non-Vote
    27,326,864223,7131,506
    None
    Item 9.01Financial Statements and Exhibits.
    (d) Exhibits
    Exhibit No.Description of Exhibits
    10.1
    Amendment No. 3 to Bristow Group Inc. 2021 Equity Incentive Plan (incorporated by reference to Appendix B to the Proxy Statement).
    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 6, 2025
    By:/s/ Elizabeth Matthews
    Elizabeth Matthews
    Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary

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