Bristow Group (VTOL) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2025, with voting eligibility for shareholders of record as of April 7, 2025.

• Key proposals include electing nine directors, advisory votes on executive compensation and its frequency, amending the 2021 Equity Incentive Plan, and ratifying KPMG as independent auditors.

• Shareholders can vote online, by phone, mail, or during the virtual meeting using a 16-digit control number.

Voting matters and shareholder proposals

• Proposals: elect nine directors, approve executive compensation, set frequency of say-on-pay votes (recommended annually), amend the 2021 Equity Incentive Plan, and ratify KPMG as auditors.

• Board recommends voting for all director nominees, for executive compensation, for annual say-on-pay, for the plan amendment, and for auditor ratification.

• No other business is expected as proposal deadlines have passed.

Board of directors and corporate governance

• Board consists of nine directors, majority independent, with a mix of skills in leadership, finance, aviation, and governance.

• Board leadership is separated between Chairman and CEO; all committees are chaired by independent directors.

• Board and committees conduct annual self-evaluations and encourage direct communication with shareholders.

• ESG Committee oversees director nominations, board composition, and governance practices.