Executive readout · one minute
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Annual General Meeting · 2026-06-03
Executive readout · one minute
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Good morning. Thank you for attending the 2026 Annual Meeting of Stockholders of Bristow Group, Inc. My name is Mark Mickelson. I'm the non-executive chairman of the Board of Directors and will be presiding over this meeting. I am joined today by my fellow directors, the company's executive leadership team, and representatives from KPMG, the company's independent auditors.
This year we are hosting a virtual meeting.
We will conduct the business portion of our meeting first and answer any questions after the meeting adjourns i'm going to go over some rules of conduct in order to conduct an orderly meeting we ask that you follow the rules of conduct posted on our virtual meeting site only validated stockholders may ask questions and should you wish to ask a question please submit the question on the virtual meeting site out of consideration for others please limit yourself to one question this meeting is being recorded however attendees are not permitted to use recording devices to record the meeting we will endeavor to answer any appropriate questions following the meeting as noted in the notice of two of the 2026 annual meeting of stockholders and proxy statement the board of directors set to close a business on april 6 2026 as the record date for determining stockholders entitled to vote this meeting. A list of stockholders as of the record date is available on the virtual meeting site. An affidavit of distribution has been delivered by our proxy management service provider, Broadridge, to show that advance notice of this meeting was provided. The inspector of election, Joseph Pitzinger, will now report on the existence of a quorum.
Thank you. The holders of at least a majority in voting power of the issue outstanding shares of common stock entitled to vote at the meeting are present, either virtually or by proxy.
Thank you, Joe. Accordingly, a quorum is present and this meeting is duly convened. Ann Rippold is Bristol's Chief Legal Officer and Corporate Secretary. Ms. Rippold, were there any stockholder nominations or proposals for business for this meeting properly filed with you as secretary.
No, Mr. Chairman.
Since no stockholder nominations or proposals were properly filed with the secretary in advance of this meeting as provided in the corporation's bylaws, and since the board of directors has not brought any additional business to the meeting, the only business to be addressed at the meeting will be as set out in the agenda. We will now turn to the proposals to be presented today.
Voting will commence after all proposals have been presented.
Proposal 1 is the election of directors. The Board of Directors has nominated the following nine individuals to serve as directors until the 2027 Annual Meeting of Stockholders. Christopher Bradshaw, Lauren Brass, Wesley Kern, Robert Manzo, Mark Mickelson, General Marianne Miller, retired, Christopher Petillo, Shefale Shaw, Brian Truelove, Proposal 2. Proposal 2 is the approval, on an advisory basis, of the company's named Executive Officer Compensation, as described in the Proxy Statement. Proposal 3 is the approval of a proposed amendment to the company's 2021 Equity Incentive Plan to increase the number of shares of common stock that may be issued thereunder by 815,000 shares. The form of the amendment is attached as Appendix B to the Proxy Statement. Proposal 4 is the ratification of the board's appointment of KPMG LLP as the company's independent auditors for 2026. Representatives from KPMG are available to answer questions after the completion of the formal part of this meeting. If any stockholder would like to make a comment regarding any of the proposals, please submit your comment through the virtual meeting site.
I'm not seeing any questions. okay the time is now 9 0 6 a.m.
Central Daylight Time and I now declare the polls open if you have already submitted a valid proxy to the company or voted via telephone or internet and you do not wish to change your vote you do not need to vote during the meeting and your votes will be voted in the manner you specified if you have not yet voted or wish to change your vote you may do so now by clicking on the voting button on the virtual meeting site we will be closing the polls shortly.
Well, we'll now declare the polls closed.
It is still 9.06 a.m. Central Daylight Time, so the polls are closed for the voting on the proposals.
Thank you. The preliminary vote report shows that the nominees for the election to the Board of Directors have been duly elected. The advisory vote and the compensation of the named executive officers has been approved. The amendment to the company's 2021 equity incentive plan has been approved and the appointment of KPMG as the company's independent auditors for 2026 has been ratified.
I hereby direct the voting results to be incorporated into the minutes of the meeting. There being no further business to be addressed at the meeting, the meeting is now adjourned. We will now proceed with our question-and-answer session. Please note we'll attempt to answer as many questions as time allows, but only questions relevant to the meeting will be addressed. Okay, I think this concludes our question-and-answer session we appreciate your attendance today and your continued support of Bristow thank you and have a good day the conference has now concluded thank you for attending today's presentation you may now disconnect