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~~August 45, 2025


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~~None ~~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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

VTOL

NYSE

Item 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers;~~Condition ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

On ~~June~~August 45, 2025, Bristow Group Inc. (~~the~~ “~~Company~~Bristow Group”) ~~held~~issued ~~its~~a ~~2025~~press ~~Annual~~release ~~Meeting~~setting offorth ~~Stockholders~~its ~~(the~~second ~~“Annual~~quarter ~~Meeting”).~~2025 Atfinancial ~~the~~results. ~~Annual~~A ~~Meeting,~~copy ~~stockholders~~ of the ~~Company~~press ~~approved~~release ~~Amendment~~is ~~No.~~attached 3hereto toas ~~the~~Exhibit ~~Bristow~~99.1 ~~Group~~and ~~Inc~~hereby incorporated by reference. ~~2021~~The ~~Equity~~information ~~Incentive~~furnished ~~Plan~~pursuant ~~(the~~to ~~“Amendment”)~~Item 2.02, asincluding ~~described~~Exhibit in99.1, ~~the~~shall ~~Company’s~~not ~~definitive~~be ~~proxy~~deemed ~~statement~~“filed” onfor ~~Schedule~~purposes ~~14A~~of ~~filed~~Section ~~with~~18 of the Securities Exchange ~~Commission~~Act onof ~~April 21~~1934, ~~2025~~as amended (the “~~Proxy~~Exchange ~~Statement~~Act”)., ~~The~~or ~~Amendment~~otherwise ~~had~~subject ~~previously~~to ~~been~~the ~~approved~~liabilities of that Section, ~~subject~~and toshall ~~stockholder~~not ~~approval,~~be incorporated by reference in any filing under the ~~Company’s~~Securities ~~Board~~Act of ~~Directors~~1933, as amended (the “~~Board~~Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

~~The~~Item ~~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~~7.101 ~~and~~Regulation isFD ~~incorporated herein by reference.~~Disclosure

On August 6, 2025, Bristow Group will make a presentation about its second quarter 2025 earnings as noted in the press release described in Item 52.0702 ~~Submission~~above. A copy of ~~Matters~~the presentation slides are attached hereto as Exhibit 99.2. Additionally, Bristow Group has posted the presentation on its website at www.bristowgroup.com. The information furnished pursuant to aItem ~~Vote~~7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of ~~Security~~Section ~~Holders~~18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

AtItem ~~the~~9.01 ~~Annual~~Financial ~~Meeting,~~Statements ~~the~~and ~~following five proposals were presented, as described in the Proxy Statement:~~Exhibits

(1)		Election of nine director nominees named in the Proxy Statement to the Board;
Exhibit No.	Description
(2)		Advisory vote to approve named executive officer compensation;
99.1	Press Release of Bristow Group Inc.
(3)		Advisory vote to approve the frequency of future advisory votes to approve named executive officer compensation;
99.2	Presentation Slides
(4)		Approval of an amendment to the Company’s 2021 Equity Incentive Plan; and
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
(5)		Ratification of the appointment of KPMG LLP as the Company’s independent auditors for 2025.

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 2026 Annual Meeting of Stockholders, or until their successors are duly elected and qualified, by the following votes:SIGNATURES

Nominee	For	Withheld	Broker Non-Vote
Christopher S. Bradshaw	25,978,205	5,189	1,568,689
Lorin L. Brass	24,984,916	998,478	1,568,689
Wesley E. Kern	25,264,955	718,439	1,568,689
Robert J. Manzo	23,428,287	2,555,107	1,568,689
G. Mark Mickelson	25,897,829	85,565	1,568,689
General Maryanne Miller, Ret.	25,979,891	3,503	1,568,689
Christopher Pucillo	25,533,748	449,646	1,568,689
Shefali Shah	25,357,023	626,371	1,568,689
Brian D. Truelove	25,607,760	375,634	1,568,689

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
25,392,377			588,996			2,021			1,568,689

Proposal 3 – Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation The advisory vote to approve the frequency of future advisory votes to approve the compensation of the Company’s named executive officers was approved by the Company’s stockholders by the following vote:

One Year			Two Years			Three Years			Abstain
23,723,860			649,858			1,608,402			1,274

Proposal 4 – 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
24,896,022			1,085,669			1,703			1,568,689

Proposal 5 – Ratification of the Appointment of Independent Auditors The ratification of the appointment of KPMG LLP as the Company’s independent auditors for 2025 was approved by the following vote:

For			Against			Abstain			Broker Non-Vote
27,326,864			223,713			1,506			None

Item 9.01			Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.			Description of Exhibits
10.1			Amendment No. 3 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.

Bristow Group Inc.

Date: June 6, 2025

By:

/s/ Elizabeth Matthews

August 5, 2025

By:

/s/ Jennifer D. Whalen

Elizabeth MatthewsSenior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary

Name: Jennifer D. Whalen

Title: Senior Vice President, Chief Financial Officer

Exhibit Index



Exhibit No.			Description
99.1			Press Release of Bristow Group Inc.
99.2			Presentation Slides
104			Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

Filing Compare · Bristow Group Inc.