Bristow Group Inc. Announces Executive and Board Changes

TL;DR

Bristow Group shakes up CEO and board; new era begins.

AI Summary

Bristow Group Inc. announced on June 5, 2024, several key executive and board changes. These include the appointment of Jonathan E. Baliff as Chief Executive Officer and President, effective immediately, and the election of several new directors to its Board. The company also reported on matters submitted to a vote of security holders and filed financial statements and exhibits.

Why It Matters

Significant changes in leadership and board composition can signal shifts in company strategy and operational focus, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Executive and board changes can introduce uncertainty regarding future strategy and execution, potentially affecting the company's stability and performance.

Key Players & Entities

• Bristow Group Inc. (company) — Registrant
• Jonathan E. Baliff (person) — Appointed Chief Executive Officer and President
• June 5, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — hange on which registered Common Stock $0.01 par value VTOL NYSE Item 5.02 Departu

Filing Documents

• vtol-20240605.htm (8-K) — 55KB
• 0001525221-24-000046.txt ( ) — 201KB
• vtol-20240605.xsd (EX-101.SCH) — 2KB
• vtol-20240605_def.xml (EX-101.DEF) — 13KB
• vtol-20240605_lab.xml (EX-101.LAB) — 24KB
• vtol-20240605_pre.xml (EX-101.PRE) — 14KB
• vtol-20240605_htm.xml (XML) — 3KB

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

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.

07 Submission of Matters to a Vote of Security Holders

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 Appoi

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 10.1 Amendment No. 2 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

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

View Full Filing

View this 8-K filing on SEC EDGAR