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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2, 2022



Bristow Group Inc.

(Exact Name of Registrant as Specified in Its Charter)




Delaware   1-35701   72-1455213

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


3151 Briarpark Drive, Suite 700, Houston, Texas   77042
(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.  ☐


Title of each class





Name of each exchange

on which registered

Common Stock   VTOL   NYSE




Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 3, 2022, the Board of Directors of Bristow Group approved a change in the fiscal year end of the Company from March 31st to December 31st. The Company expects to make the fiscal year change on a prospective basis and will not adjust operating results for prior periods, and the Company will file a transition report on Form 10-K for the transition period ended December 31, 2022. The Company believes aligning its fiscal year with the calendar year will provide numerous benefits, including improving comparability between periods and relative to its peers.


Item 5.07

Submission of Matters to a Vote of Security Holders.

On August 2, 2022, Bristow Group Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the following three proposals were presented, as described in the Proxy Statement:



Election of eight director nominees named in the Proxy Statement to the Company’s Board of Directors;



Advisory vote to approve named executive officer compensation; and



Ratification of the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending March 31, 2023.

Proposal 1 - Election of Directors

The following eight director nominees were elected by the Company’s stockholders to serve terms ending at the Company’s 2023 Annual Meeting of Stockholders, or until their successors are duly elected and qualified, by the following votes:



   For      Withheld      Broker Non-Vote  

Christopher S. Bradshaw

     25,302,984        108,662        1,380,339  

Lorin L. Brass

     21,205,514        4,206,132        1,380,339  

Wesley E. Kern

     25,300,894        110,752        1,380,339  

Robert J. Manzo

     19,035,574        6,376,072        1,380,339  

G. Mark Mickelson

     25,304,951        106,695        1,380,339  

General Maryanne Miller, Ret.

     25,300,931        110,715        1,380,339  

Christopher Pucillo

     20,795,100        4,616,546        1,380,339  

Brian D. Truelove

     21,207,788        4,203,858        1,380,339  

Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation

The advisory vote to approve named executive officer compensation was approved by the Company’s stockholders by the following vote:








Broker Non-Vote

24,661,486   745,928   4,232   1,380,339

Proposal 3 – Ratification of the Appointment of Independent Auditors

The ratification of the appointment of KPMG LLP as the Company’s independent auditors for the Company’s fiscal year ending March 31, 2023 was approved by the following vote:








Broker Non-Vote

26,736,729   54,666   590   None


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.


Date: August 5, 2022     By:  

/s/ Crystal L. Gordon

      Crystal L. Gordon
      Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary