UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| 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:
| (1) | Election of eight director nominees named in the Proxy Statement to the Company’s Board of Directors; |
| (2) | Advisory vote to approve named executive officer compensation; and |
| (3) | 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:
| Nominee |
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:
| For |
Against |
Abstain |
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:
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 26,736,729 | 54,666 | 590 | None |
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: August 5, 2022 | By: | /s/ Crystal L. Gordon | ||||
| Crystal L. Gordon | ||||||
| Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary | ||||||