Bristow Group Inc.

8-K · vtol-20260603.htm iXBRL

0001525221 2026-06-03 2026-06-03

 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 3, 2026

 Bristow 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.)

 3151 Briarpark Drive, Suite 700, Houston, Texas 77042
 (Address of Principal Executive Offices) (Zip Code)

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

 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. ☐

 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 3, 2026, Bristow Group Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders of the Company approved Amendment No. 4 to the Bristow Group Inc. 2021 Equity Incentive Plan (the “Amendment”), as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities Exchange Commission on April 20, 2026 (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.

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

 At the Annual Meeting, the following four proposals were presented, as described in the Proxy Statement:

 (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 2026.

 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 2027 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
 24,884,866 121,896 1,001,384
 Lorin L. Brass
 24,619,449 387,313 1,001,384
 Wesley E. Kern
 24,878,545 128,217 1,001,384
 Robert J. Manzo
 23,586,044 1,420,718 1,001,384
 G. Mark Mickelson
 24,967,819 38,943 1,001,384
 General Maryanne Miller, Ret.
 24,976,189 30,573 1,001,384
 Christopher Pucillo
 24,577,949 428,813 1,001,384
 Shefali Shah
 24,961,414 45,348 1,001,384
 Brian D. Truelove
 24,577,949 428,813 1,001,384

 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:

 For
 Against
 Abstain
 Broker Non-Vote

 24,792,284 175,145 39,333 1,001,384

 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

 24,786,051 174,863 45,848 1,001,384

 Proposal 4 – Ratification of the Appointment of Independent Auditors
 The ratification of the appointment of KPMG LLP as the Company’s independent auditors for 2026 was approved by the following vote:

 For
 Against
 Abstain
 Broker Non-Vote

 25,735,787 263,870 8,489 None

 Item 9.01 Financial Statements and Exhibits.
 (d) Exhibits
 Exhibit No. Description of Exhibits
 10.1 Amendment No. 4 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.

 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 3, 2026
 By: /s/ Anne Burguieres Rappold
 Anne Burguieres Rappold
Chief Legal Officer and Corporate Secretary