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 6, 2019

Era Group Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
 
1-35701
 
72-1455213
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

818 Town & Country Blvd., Suite 200 Houston, Texas
 
77024
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code
 
(713) 369-4700

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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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
 
ERA
 
NYSE

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. ¨



Item 5.07 Submission of Matters to a Vote of Security Holders
At the 2019 Annual Meeting of Stockholders of Era Group Inc. (the “Company”) held on June 6, 2019, stockholders voted on proposals to (i) elect directors to the Board of Directors (the “Board”) of the Company, (ii) hold an advisory vote to approve named executive officer compensation of the Company, (iii) hold an advisory vote on the frequency for holding the advisory vote to approve the named executive officer compensation of the Company has been approved, and (iv) ratify the appointment of Grant Thornton LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2019.
All nominees for election to the Board were elected for a term that will continue until the next annual meeting of stockholders or until the director’s successor has been duly elected and qualified (or the director’s earlier resignation, death or removal). The stockholders’ also (i) approved the advisory vote to approve named executive officer compensation of the Company, (ii) approved a one year frequency for the advisory vote to approve named executive officer compensation of the Company, and (iii) ratified the appointment of Grant Thornton LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2019.
The number of votes cast for, withheld or against and the number of abstentions and broker non-votes with respect to each proposal, as applicable, is set forth below. The Company’s independent inspector of election reported the final vote of the stockholders as follows:
Election of Directors
 
 
 
 
 
 
 
Director Nominee
 
Votes For
 
Votes Withheld
 
Broker Non-votes
 
 
 
 
 
 
 
Charles Fabrikant
 
17,985,910

 
862,229

 
1,057,954

Christopher S. Bradshaw
 
18,784,196

 
63,943

 
1,057,954

Ann Fairbanks
 
18,796,872

 
51,267

 
1,057,954

Christopher Papouras
 
18,768,914

 
79,225

 
1,057,954

Yueping Sun
 
18,799,376

 
48,763

 
1,057,954

Steven Webster
 
18,629,305

 
218,834

 
1,057,954

Proposal No. 2 - Advisory Vote to Approve the Named Executive Office Compensation
Votes For
 
Votes Against
 
Abstain
 
Broker Non-votes
18,209,375
 
636,593
 
2,171
 
1,057,954
Proposal No. 3 - Advisory Vote on the Frequency of Holding the Advisory Vote to Approve the Named Executive Office Compensation
 
 
1 Year
 
2 Years
 
3 Years
 
Abstain
 
Broker Non-votes
17,070,506
 
6,966
 
1,768,984
 
1,683
 
1,057,954
Proposal No. 4 - Ratification of Grant Thornton LLP as the Company's Independent Registered Accounting Firm for the fiscal year ending December 31, 2019
Votes For
 
Votes Against
 
Abstain
 
Broker Non-votes
19,886,103
 
10,594
 
9,396
 
—



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.

 
 
Era Group Inc.
 
 
 
 
Date: June 6, 2019
 
By:
/s/ Crystal L. Gordon
 
 
 
 
 
 
Name:
Crystal L. Gordon
 
 
Title:
SVP, General Counsel, Chief Administrative Officer and Corporate Secretary