vtol-20240605

Delaware

1-35701

72-1455213

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

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. ☐

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 $0.01 par value

VTOL

NYSE


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.


(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:


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:


Proposal 4 – Ratification of the Appointment of Independent Auditors
The ratification of the appointment of KPMG LLP as the Company’s independent auditors for 2024 was approved by the following vote:


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.

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


For	Against	Abstain	Broker Non-Vote
24,705,936	237,827	39,773	1,125,981


For	Against	Abstain	Broker Non-Vote
24,289,523	651,678	42,335	1,125,981


For	Against	Abstain	Broker Non-Vote
25,957,543	147,887	4,087	None


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


Registrant’s telephone number, including area code						(713)			267-7600


Item 5.07						Submission of Matters to a Vote of Security Holders.