Bristow Group Inc 8-K, filed Jun 9, 2023
Bristow Group Inc. (VTOL)
8-K
2023-06-09
For: 2023-06-07
View Original
Added on
April 10, 2026
About this 8-K
Bristow Group Inc filed this 8-K on June 9, 2023, reporting on events of June 7, 2023.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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 7, 2023
| (Exact Name of Registrant as Specified in Its Charter) | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code | |||||||||||
| 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 | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | |||||||
On June 7, 2023, Bristow Group Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the following four proposals were presented, as described in the Company's proxy statement filed with the Securities and Exchange Commission on April 24, 2023 (the "Proxy Statement"):
| (1) | Election of eight director nominees named in the Proxy Statement to the Company’s Board of Directors (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 2023. | |||||||
| Proposal 1 - Election of Directors | ||||||||
The following eight director nominees were elected by the Company’s stockholders to serve on the Board for terms ending at the Company’s 2024 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 | 25,456,817 | 114,629 | 1,195,768 | ||||||||
Lorin L. Brass | 21,490,536 | 4,080,910 | 1,195,768 | ||||||||
Wesley E. Kern | 25,405,561 | 165,885 | 1,195,768 | ||||||||
Robert J. Manzo | 15,612,168 | 9,959,278 | 1,195,768 | ||||||||
G. Mark Mickelson | 25,445,587 | 125,859 | 1,195,768 | ||||||||
General Maryanne Miller, Ret. | 25,457,941 | 113,505 | 1,195,768 | ||||||||
Christopher Pucillo | 21,492,153 | 4,079,293 | 1,195,768 | ||||||||
Brian D. Truelove | 21,489,708 | 4,081,738 | 1,195,768 | ||||||||
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 | ||||||||
| 24,741,198 | 826,346 | 3,902 | 1,195,768 | ||||||||
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 | ||||||||
| 24,937,880 | 629,995 | 3,571 | 1,195,768 | ||||||||
Proposal 4 – Ratification of the Appointment of Independent Auditors | ||||||||
The ratification of the appointment of KPMG LLP as the Company’s independent auditors for 2023 was approved by the following vote: | ||||||||
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 26,637,979 | 128,161 | 1,074 | None | ||||||||
| Item 9.01 | Financial Statements and Exhibits. | |||||||
| (d) Exhibits | ||||||||
| Exhibit No. | Description of Exhibit | |||||||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
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 9, 2023 | By: | /s/ Elizabeth Matthews | ||||||||||||
| Elizabeth Matthews Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary | ||||||||||||||