Bristow Group (NYSE: VTOL) investors approve directors, pay and equity plan

Rhea-AI Filing Summary

Bristow Group Inc. reported the results of its 2026 Annual Meeting of Stockholders. Shareholders elected nine director nominees to one-year terms, with each receiving more than 23.5 million votes in favor and broker non-votes of 1,001,384 for each nominee.

Stockholders approved an advisory resolution on named executive officer compensation with 24,792,284 votes for and 175,145 against. They also approved Amendment No. 4 to the 2021 Equity Incentive Plan, with 24,786,051 votes for and 174,863 against, and ratified KPMG LLP as independent auditors for 2026 by 25,735,787 votes for and 263,870 against.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Say-on-pay votes for: 24,792,284 votes Say-on-pay votes against: 175,145 votes Equity plan amendment votes for: 24,786,051 votes +4 more

7 metrics

Say-on-pay votes for 24,792,284 votes Advisory vote to approve named executive officer compensation

Say-on-pay votes against 175,145 votes Advisory vote to approve named executive officer compensation

Equity plan amendment votes for 24,786,051 votes Approval of Amendment No. 4 to 2021 Equity Incentive Plan

Equity plan amendment votes against 174,863 votes Approval of Amendment No. 4 to 2021 Equity Incentive Plan

Auditor ratification votes for 25,735,787 votes Ratification of KPMG LLP as independent auditors for 2026

Auditor ratification votes against 263,870 votes Ratification of KPMG LLP as independent auditors for 2026

Broker non-votes on proposals 1–3 1,001,384 votes Director elections, say-on-pay, and equity plan amendment

Key Terms

Equity Incentive Plan, advisory vote, broker non-vote, independent auditors, +1 more

5 terms

Equity Incentive Plan financial

"stockholders of the Company approved Amendment No. 4 to the Bristow Group Inc. 2021 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

advisory vote financial

"Advisory vote to approve named executive officer compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

broker non-vote financial

"For | Against | Abstain | Broker Non-Vote 24,792,284 | 175,145 | 39,333 | 1,001,384"

independent auditors financial

"Ratification of the appointment of KPMG LLP as the Company’s independent auditors for 2026"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

definitive proxy statement regulatory

"as described in the Company’s definitive proxy statement on Schedule 14A filed"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

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Understanding 8-K Material Events →

0001525221false00015252212026-06-032026-06-03

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

FAQ

What did Bristow Group (VTOL) shareholders approve at the 2026 annual meeting?

Bristow Group shareholders approved all four proposals, including electing nine directors, an advisory vote on executive pay, an amendment to the 2021 Equity Incentive Plan, and ratification of KPMG LLP as independent auditors for 2026, based on the voting results disclosed.

How did Bristow Group (VTOL) shareholders vote on director elections in 2026?

Nine director nominees were elected to one-year terms, each receiving at least 23,586,044 votes for. Broker non-votes totaled 1,001,384 for every nominee, with relatively small withheld vote counts across the slate of directors listed in the results.

Was Bristow Group (VTOL) executive compensation approved by shareholders in 2026?

Yes, the advisory vote on named executive officer compensation passed with 24,792,284 votes for, 175,145 against, and 39,333 abstentions, plus 1,001,384 broker non-votes, confirming shareholder support for the compensation program as described in the proxy statement.

Did Bristow Group (VTOL) shareholders approve changes to the 2021 Equity Incentive Plan?

Shareholders approved Amendment No. 4 to the 2021 Equity Incentive Plan with 24,786,051 votes for, 174,863 against, and 45,848 abstentions, along with 1,001,384 broker non-votes. The amendment was previously approved by the board, subject to stockholder approval.

Who did Bristow Group (VTOL) appoint as independent auditors for 2026?

Shareholders ratified KPMG LLP as independent auditors for 2026 with 25,735,787 votes for, 263,870 against, and 8,489 abstentions. There were no broker non-votes on this proposal, confirming KPMG’s appointment for the 2026 audit period.

Where can investors find the full text of Bristow’s 2021 Equity Incentive Plan amendment?

The full text of Amendment No. 4 is filed as Exhibit 10.1 and is incorporated by reference from Appendix B to Bristow Group Inc.’s definitive proxy statement on Schedule 14A dated April 20, 2026, providing the complete plan amendment details.

Filing Exhibits & Attachments

3 documents

Other Documents

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• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB