UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 4, 2015
Bristow Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-31617 | 72-0679819 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) | ||
2103 City West Blvd., 4th Floor Houston, Texas | 77042 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (713) 267-7600
Former Name or Former Address, if Changed Since Last Report: N/A
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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Awards Under the Bristow Group Inc. Fiscal Year 2015 Annual Incentive Compensation Plan. On June 4, 2015, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Bristow Group Inc. (the “Company”) approved the payment of bonuses to participants of the Bristow Group Inc. Fiscal Year 2015 Annual Incentive Compensation Plan (the “2015 Plan”) which was approved on June 4, 2014 as disclosed in our prior Form 8-K filed on June 10, 2014, in which certain key employees of the Company, including each of the executive officers listed below (the “Named Executive Officers”), are eligible to participate. The 2015 Plan provides for payment of cash bonuses to participants following the completion of the fiscal year subject to the attainment of certain performance goals. Performance goals include Bristow Value Added (“BVA”), a financial performance measure customized for the Company to measure gross cash flow (after tax operating cash flow) less a charge for the capital employed, safety measures and a portion related to individual performance, all as defined in the 2015 Plan. The Compensation Committee also established on June 4, 2014 a minimum performance objective for officers of the Company set forth in the Supplement to the 2015 Plan (which was disclosed in our prior Form 8-K filed on June 10, 2014) of positive earnings before interest, taxes, depreciation and amortization for any fiscal quarter during fiscal year 2015 commencing with the fiscal quarter commencing July 1, 2014. If the minimum performance objective was not satisfied, the Named Executive Officers would not have been entitled to any award under the 2015 Plan. However, given that the minimum performance objective was satisfied as previously determined and certified by the Compensation Committee on November 5, 2014 and confirmed on June 4, 2015, each Named Executive Officer was eligible to earn the applicable maximum award under the 2015 Plan, which was subsequently reduced at the discretion of the Compensation Committee based on Company performance relative to BVA and safety measures and individual performance. The amounts paid were derived after confirming satisfaction of the minimum performance objective and reviewing the performance goals in comparison to actual fiscal year 2015 results. The following are the amounts approved for each of the Named Executive Officers and our Principal Financial Officer:
Name | Award Amount | |||
| Jonathan E. Baliff | $ | 1,135,910 | ||
| John H. Briscoe | $ | 491,831 | ||
| K. Jeremy Akel | $ | 554,857 | ||
| Hilary S. Ware | $ | 463,563 | ||
| E. Chipman Earle | $ | 415,718 | ||
| William E. Chiles | $ | 521,709 | ||
Awards Under the Bristow Group Inc. 2007 Long Term Incentive Plan. The Company has previously adopted the Bristow Group Inc. 2007 Long Term Incentive Plan (the “2007 Plan”), under which a maximum of 5,400,000 shares of Common Stock of the Company, or cash equivalents of Common Stock, were reserved for awards to directors, officers and key employees. Awards granted under the 2007 Plan may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, cash awards or any combination thereof. Per the terms of his Retirement and Consulting Agreement, Mr. Chiles stopped being eligible for awards under the 2007 Plan following his resignation as Chief Executive Officer of the Company upon the conclusion of the annual meeting of stockholders held July 31, 2014. On June 4, 2015, the Compensation Committee approved awards of stock options, restricted stock units and long term performance cash to each of the Named Executive Officers listed below and our Principal Financial Officer under the 2007 Plan:
Name | Stock Options | Restricted Stock Units | Performance Cash (at target) | |||||||||
Jonathan E. Baliff | 110,410 | 20,954 | $ | 1,233,333 | ||||||||
John H. Briscoe | 39,949 | 7,582 | $ | 446,250 | ||||||||
K. Jeremy Akel | 49,146 | 9,327 | $ | 548,986 | ||||||||
Hilary S. Ware | 36,910 | 7,005 | $ | 412,298 | ||||||||
E. Chipman Earle | 32,944 | 6,252 | $ | 368,000 | ||||||||
The exercise price per share for the stock options is the closing price of our Common Stock on the date of grant thereof of June 4, 2015. Each of the stock options has a ten-year term starting on the grant date of June 4, 2015. The options will vest in annual installments ofone-third each beginning on the first anniversary of the grant date. Restricted stock units will vest in full on the third anniversary of the grant date, subject to satisfaction of the minimum performance objective described below.
Performance cash awards allow the recipient to receive from 0% to 200% of the target amount shown above depending on how the Company’s total shareholder return (“TSR”) ranks among the companies included in the Simmons & Company Offshore Transportation Services group of companies over a three year performance period. The cash payout at the end of the three year performance period then can range from 50% to 200% of the target amount for TSR ranging from the 25th percentile to the 75th percentile, subject to satisfaction of the minimum performance objective described below.
The Compensation Committee established a minimum performance objective applicable to restricted stock units and long term performance cash awards authorized on June 4, 2015. The minimum performance objective is positive earnings before interest, taxes, depreciation and amortization during any fiscal quarter beginning July 1, 2015 and ending prior to the vesting of the restricted stock units and on or prior to the end of the performance cycle applicable to such long term performance cash awards. If the minimum
performance objective is not satisfied, the Named Executive Officers will forfeit the fiscal year 2016 grants of restricted stock units and long term performance cash awards. If the minimum performance objective is satisfied, the Named Executive Officers will be eligible to earn the full restricted stock unit award subject to time-based vesting and will be eligible for the maximum award under the long term performance cash awards subject to reduction based on TSR, individual performance and the discretion of the Compensation Committee.
Each of the awards under the 2007 Plan is dependent on the Named Executive Officer’s continued employment with the Company, subject to the conditions and exceptions specified in the awards.
The foregoing description of stock options, restricted stock units and performance cash awards is qualified in its entirety by the Summaries of Terms and Conditions of stock option, restricted stock unit and performance cash awards attached as Exhibits 10.1, 10.2 and 10.3, respectively, to our prior Form 8-K filed on June 10, 2014.
Fiscal Year 2016 Annual Incentive Compensation Plan. On June 4, 2015, the Compensation Committee approved the Bristow Group Inc. Fiscal Year 2016 Annual Incentive Compensation Plan (the “2016 Plan”) in which certain key employees of the Company, including each of the Named Executive Officers listed below are eligible to participate. The 2016 Plan provides for payment of cash bonuses to participants following the completion of the fiscal year subject to the attainment of certain performance goals. Performance goals include BVA, safety measures and a portion related to individual performance, all as defined in the 2016 Plan. The Compensation Committee also established a minimum performance objective for officers of the Company set forth in the Supplement to the 2016 Plan of positive earnings before interest, taxes, depreciation and amortization during any fiscal quarter during fiscal year 2016 commencing with the fiscal quarter beginning July 1, 2015. If the minimum performance objective is not satisfied, the Named Executive Officers will not be entitled to any award under the 2016 Plan. If the minimum performance objective is satisfied, each Named Executive Officer will be eligible to earn the applicable maximum award under the 2016 Plan, subject to reduction for the BVA and safety KPIs, individual performance and the discretion of the Compensation Committee. The following are the target and maximum participation levels expressed as a percentage of annual salary for each of the Named Executive Officers and our Principal Financial Officer listed below:
Name | Target Level | Maximum | ||||||
Jonathan E. Baliff | 100 | % | 250 | % | ||||
John H. Briscoe | 75 | % | 187.5 | % | ||||
K. Jeremy Akel | 75 | % | 187.5 | % | ||||
Hilary S. Ware | 65 | % | 162.5 | % | ||||
E. Chipman Earle | 65 | % | 162.5 | % | ||||
The foregoing description of the 2016 Plan and the Supplement thereto is qualified in its entirety by the 2016 Plan and the Supplement thereto, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Increase in Base Salary. On June 4, 2015, but with effect from June 1, 2015, the Compensation Committee approved a change to the base salary of the following Named Executive Officer:
Name | Prior Base Salary | New Base Salary (June 1, 2015) | ||||||
E. Chipman Earle | $ | 380,061 | $ | 400,000 | ||||
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description of Exhibit | |
| 10.1 | Bristow Group Inc. Fiscal Year 2016 Annual Incentive Compensation Plan | |
| 10.2 | Supplement to Bristow Group Inc. Fiscal Year 2016 Annual Incentive Compensation Plan | |
SIGNATURE
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.
Dated: June 9, 2015
| BRISTOW GROUP INC. | ||
| (Registrant) | ||
| By: | /s/ E. Chipman Earle | |
| E. Chipman Earle | ||
| Senior Vice President, Chief Legal Officer and Corporate Secretary | ||
EXHIBIT INDEX
| Exhibit Number | Description of Exhibit | |
| 10.1 | Bristow Group Inc. Fiscal Year 2016 Annual Incentive Compensation Plan | |
| 10.2 | Supplement to Bristow Group Inc. Fiscal Year 2016 Annual Incentive Compensation Plan | |