VTOL Bristow Group Inc. - 8-K

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

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