📜 What This Document Is 📄

This filing is a Proxy Statement (DEF 14A), which is essentially an official invitation and information package for the company's stockholders. It tells you what company decisions (proposals) will be voted on at the upcoming Annual Meeting of Stockholders. Since the filing is being made on April 20, 2026, it provides detailed background information and the rules for voting on the meeting held on June 3, 2026.

👉 Why it matters: This document is your guide to the annual corporate vote. It dictates how you can influence the company’s governance, its management, and its future strategy through your vote.

🏢 What Bristow Group Does 🛩️

Bristow Group Inc. is a global operator providing vertical lift solutions. In simple terms, they are a leading provider of helicopter services, using these unique capabilities for critical missions like Search and Rescue (SAR) and specialized transportation.

👉 How they make money: They generate revenue by providing vital vertical-lift services globally, helping people and businesses where traditional transport cannot reach. They operate in sectors like energy and government services, using their helicopter fleet to perform these demanding tasks.

📅 The Annual Stockholder Meeting & Voting Details 🗳️

The 2026 Annual Meeting of Stockholders is scheduled for Wednesday, June 3, 2026. Critically, the meeting will be conducted exclusively via live audio webcast at the provided website.

• Record Date: To be eligible to vote, stockholders must be recorded as holders of common stock at the close of business on April 6, 2026.
• Voting Methods: Stockholders can vote electronically by accessing the webcast, by phone (1-800-690-6903), by mail, or in person during the virtual meeting.
• Board Recommendation: The Board of Directors strongly recommends that all stockholders vote FOR all four proposals presented at the meeting.

⚖️ Key Governance Votes for 2026 🧑‍⚖️

The Annual Meeting requires stockholders to vote on four main proposals that govern the company's leadership and structure.

• Director Election (Proposal 1): Stockholders are asked to elect nine directors to serve until the 2027 Annual Meeting. This vote is cast by plurality, meaning the director needs the most votes, though the Board recommends voting "FOR" all nominees.
• Executive Compensation (Proposal 2): Stockholders vote on an advisory basis (meaning they aren't legally required to approve it) to approve the named executive officer compensation.
• Equity Incentive Plan (Proposal 3): This vote asks for approval of a proposed amendment to the Company's 2021 Equity Incentive Plan, which dictates how the company grants stock-based incentives.
• Independent Auditors (Proposal 4): Stockholders vote to ratify the appointment of KPMG LLP as the independent auditors for the 2026 fiscal year.

🏗️ Board Structure & Oversight Roles 🏛️

The Board of Directors is responsible for overseeing the company's entire operation. The Board has adopted a leadership structure that separates the CEO role from the Chairman role, believing this provides better oversight and focus for management.

• Committees: To help manage its extensive responsibilities, the Board established three standing committees: Audit, Compensation, and Environmental, Social, and Governance (ESG).
• Director Expertise: The Board is required to maintain a certain balance of skills, including expertise in finance, international business, and technology.
• Governance Principle: The Board’s Bylaws mandate that at least two-thirds of the directors must be citizens of the United States.

🔬 The Audit Committee 📚

This committee oversees the integrity of the financial reporting. Its function is highly detailed, covering everything from ensuring financial statements are accurate to reviewing the company's risk management and internal controls.

👉 Why it matters: The Audit Committee is responsible for making sure the company's books are accurate and that the auditors (KPMG LLP) are performing their job correctly.

💸 The Compensation Committee 💰

This committee reviews and makes recommendations regarding compensation for the senior executives and leadership team. Its function involves reviewing officer pay plans, benefit plans, and ensuring that compensation policies do not encourage excessive risk-taking.

👉 Why it matters: It protects shareholders by making sure executive pay is tied to actual performance and that the company is managing its financial risks properly.

🌱 The ESG Committee 🌍

The ESG Committee is the most encompassing, overseeing environmental and social responsibility alongside corporate governance. Its role includes reviewing the board's structure, identifying potential new board members, and guiding the overall sustainability strategy.

🌿 Environmental, Social, and Governance (ESG) Commitment ♻️

Bristow places a massive emphasis on being a responsible corporate citizen, dedicating large portions of the proxy statement to its ESG strategy. This shows a deep commitment to more than just making a profit.

• Sustainability Initiatives: The company obtained ISO 14001 certification in 2021 (and maintained it in other regions). They are actively reducing their emissions footprint by using modern aircraft, developing partnerships for Sustainable Aviation Fuels (SAF), and leading the integration of Advanced Air Mobility (AAM) systems.
• Social Impact: They operate through a community program called Bristow Uplift. Their efforts focus on five core areas: diversity, education, health and wellness, sustainability, and aiding underserved communities.
• Human Rights: Bristow maintains a zero-tolerance approach to modern slavery and human trafficking, requiring all third-party business partners to adhere to a strict Supplier Code of Conduct.
• Safety Standards: Safety is their number one operational priority. They run an industry-leading safety program called “Target Zero.” Their operational standards are enhanced by advanced technology (like TCAS and EGPWS) and mandatory, continuous training programs (including FAA/EASA-approved Flight Data Monitoring).

🧑‍💼 Human Capital & Operational Excellence 🌟

With a history of over seven decades, Bristow views its people as its most valuable asset. The company recognizes that the competition for pilots and engineers is fierce and must continually invest in its workforce.

• Workforce Details: As of December 31, 2025, the company employed 3,660 individuals, including 961 pilots and 902 engineers.
• Training Investment: They conduct extensive, ongoing safety training using full-motion flight simulators.
• Workforce Representation: The company emphasizes diversity and inclusion. Of their workforce, approximately 24% are veterans, and approximately 19% are women.
• Employee Support: They offer competitive benefits and have global resources in place to support employee mental health and well-being.

📧 Key Contacts & Meeting Information 📞

If stockholders have questions or need to submit votes, there are clear channels available.

• Meeting Logistics: The webcast is held at www.virtualshareholdermeeting.com/VTOL2026 on June 3, 2026, at 9:00 a.m. Central Daylight Time.
• Voting Hotline: Stockholders can call 1-800-690-6903 for voting assistance.
• General Inquiries: Questions can be submitted by emailing [email protected].
• Proxy Agent: For questions about the meeting itself, the proxy solicitation agent is D.F. King & Co., Inc. (Phone: (800) 487-4870).

🧠 The Analogy

Think of this Proxy Statement like the annual "report card" and "rulebook" for the company's government. The company is asking the voters (stockholders) to grade its performance on multiple fronts—its finances, its board leadership, its safety culture, and its commitment to the planet (ESG). By voting, the stockholders determine which set of rules and which set of leaders get to run the company for the next year.

🧩 Final Takeaway

The filing is an extremely detailed governance document, signaling that while Bristow is focused on its core vertical-lift business, its future success relies heavily on proving its commitment to operational safety, diverse leadership, and global sustainability goals.