Bristow Group Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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)) | |||||
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Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
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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. |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(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 | 25,978,205 | 5,189 | 1,568,689 | ||||||||
Lorin L. Brass | 24,984,916 | 998,478 | 1,568,689 | ||||||||
Wesley E. Kern | 25,264,955 | 718,439 | 1,568,689 | ||||||||
Robert J. Manzo | 23,428,287 | 2,555,107 | 1,568,689 | ||||||||
G. Mark Mickelson | 25,897,829 | 85,565 | 1,568,689 | ||||||||
General Maryanne Miller, Ret. | 25,979,891 | 3,503 | 1,568,689 | ||||||||
Christopher Pucillo | 25,533,748 | 449,646 | 1,568,689 | ||||||||
Shefali Shah | 25,357,023 | 626,371 | 1,568,689 | ||||||||
Brian D. Truelove | 25,607,760 | 375,634 | 1,568,689 | ||||||||
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 | ||||||||
25,392,377 | 588,996 | 2,021 | 1,568,689 | ||||||||
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 | ||||||||
23,723,860 | 649,858 | 1,608,402 | 1,274 | ||||||||
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 | ||||||||
24,896,022 | 1,085,669 | 1,703 | 1,568,689 | ||||||||
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 | ||||||||
27,326,864 | 223,713 | 1,506 | None | ||||||||
Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits | |||||
Exhibit No. | Description of Exhibits | ||||
10.1 | |||||
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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 |