Bristow Group Inc. 8-K

What Happened

• On June 3, 2026 Bristow Group Inc. (VTOL) filed an 8-K reporting the results of its 2026 Annual Meeting of Stockholders. Stockholders re-elected nine director nominees for one-year terms, approved an amendment (Amendment No. 4) to the 2021 Equity Incentive Plan, approved the advisory vote on named executive officer compensation, and ratified KPMG LLP as independent auditors for 2026. The Amendment is attached as Exhibit 10.1 and was described in the Company’s proxy statement filed April 20, 2026.

Key Details

• Director elections (for/withheld; broker non-vote 1,001,384 for all):
  • Christopher S. Bradshaw: 24,884,866 For / 121,896 Withheld
  • Lorin L. Brass: 24,619,449 For / 387,313 Withheld
  • Wesley E. Kern: 24,878,545 For / 128,217 Withheld
  • Robert J. Manzo: 23,586,044 For / 1,420,718 Withheld
  • G. Mark Mickelson: 24,967,819 For / 38,943 Withheld
  • General Maryanne Miller, Ret.: 24,976,189 For / 30,573 Withheld
  • Christopher Pucillo: 24,577,949 For / 428,813 Withheld
  • Shefali Shah: 24,961,414 For / 45,348 Withheld
  • Brian D. Truelove: 24,577,949 For / 428,813 Withheld
• Advisory “say-on-pay” vote: Approved — 24,792,284 For / 175,145 Against / 39,333 Abstain (1,001,384 broker non-vote).
• Amendment No. 4 to the 2021 Equity Incentive Plan: Approved — 24,786,051 For / 174,863 Against / 45,848 Abstain (1,001,384 broker non-vote). Amendment text is Exhibit 10.1.
• Auditor ratification: KPMG LLP ratified — 25,735,787 For / 263,870 Against / 8,489 Abstain (no broker non-vote).

Why It Matters

• Board continuity: Re-election of all nine nominees maintains current board composition and governance continuity through the 2027 Annual Meeting. Notable withheld votes (e.g., Robert J. Manzo) are disclosed for investor review.
• Compensation and equity plan: Approval of Amendment No. 4 to the 2021 Equity Incentive Plan confirms stockholder support for the company’s equity-based compensation program and allows the company to grant equity awards per the amended terms (see Exhibit 10.1 for details).
• Audit oversight: Ratification of KPMG LLP ensures continuity of external audit coverage for 2026, which affects financial reporting and controls oversight.

Filed by: Anne Burguieres Rappold, Chief Legal Officer and Corporate Secretary (signed June 3, 2026).