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SEC Filings

DEF 14A
BRISTOW GROUP INC filed this Form DEF 14A on 06/21/2018
Entire Document
 


What We Do
 
What We Do Not Do
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Regularly engage with large stockholders to discuss matters of interest.
 
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Use relative and absolute performance metrics to determine the payment of future performance cash awards under the Company’s LTIP.
 

No excise tax gross-ups.
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Place a heavy emphasis on variable pay with approximately 78% of Named Executive Officer pay contingent upon financial and operational performance and growth in long-term stockholder value.
 
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Increase the performance cash portion of the Company’s LTIP from 33% to 50% to ensure that at least 50% of LTIP awards going forward are performance based.
 
No pledging (unless our General Counsel consents to the pledge) or hedging of our company stock, and no repricing stock options.
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Use performance-based long-term incentive awards compensation through cash awards contingent in part upon total stockholder return (“TSR”) performance relative to peers and restricted stock units and stock options for which value is contingent upon stock price performance relative to grant date.
 
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Reduce stockholder dilution by decreasing the relative amount of restricted stock units and options awarded to LTIP participants and change the settlement for most participants’ restricted stock units from shares of common stock to an equivalent amount of cash.
 
No payment of dividend equivalents prior to vesting of performance awards (and never on unearned portion of awards).
No longer provide for any single-trigger cash or equity payments upon a change of control.
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Reinforce the alignment of stockholders and our executives and directors by requiring significant levels of stock ownership.
 
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Require double trigger vesting for outstanding equity and performance cash in the event of a change of control.
 
No employment agreements with any of our executive officers hired after June 2012.
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Ensure accountability and manage risk through our clawback rights for violations of our Code of Business Integrity, a robust financial restatement clawback policy applicable to our executive officers, limits on maximum annual cash incentive award opportunities and ongoing risk assessments of our program.
 
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Reduce severance payments to officers by limiting them to a multiple of salary together with a pro rated amount of any outstanding bonus, while requiring complete forfeiture of any unvested future restricted stock units, options and performance cash awards upon termination.
 
No significant perquisites.
No guarantee of bonuses or automatic base salary increases.
 
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Have an independent compensation consultant.
 
Approval of the Removal of Common Stock Issuance Restrictions of the Company Upon the Exercise of Warrants
On December 18, 2017 (the “Closing Date”), the Company issued and sold approximately $143.8 million aggregate principal amount of 4.50% Convertible Senior Notes due 2023 (the “Notes”). The Company used approximately $89.6 million of the net proceeds from the offering of the Notes to repay a portion of the term loan indebtedness outstanding as of the Closing Date under our then-existing amended and restated revolving credit and term loan agreement dated November 22, 2010. The issuance of the Notes, together with the other financings described on page 29 of this proxy statement, resulted in aggregate proceeds of $723.8 million funded during fiscal year 2018 and liquidity on March 31, 2018 of $380.2 million.
In connection with the offering of the Notes, the Company also entered into convertible note hedge transactions (the “Note Hedges”) and warrant transactions (the “Warrants”) with certain counterparties. The Company entered into the Note Hedges and the Warrants in order to reduce potential equity ownership dilution and/or offset potential cash payments in excess of the principal amount of the Notes, in either case, in the event that the market price of the common stock of the Company (the “Common Stock”), as measured under the terms of the Note Hedges, is greater than the strike price of the Note Hedges, which initially corresponded to the initial conversion price of the Notes of approximately $15.64 per share of Common Stock (subject to adjustment). If, however, the market price per share of Common Stock, as measured under the terms of the Warrants exceeds the strike price of the Warrants, there would nevertheless be dilution to the extent that such market price, as measured over the applicable valuation period at the maturity of the Warrants exceeds the strike price of the Warrants, which initially was approximately $20.02 per share of Common Stock (subject to adjustment). The Warrants are scheduled to expire over an 80 trading day exercise period commencing on September 1, 2023, subject to early settlement upon the occurrence of certain extraordinary events. If the market price per share of Common Stock does not exceed the applicable strike price of

 
BRISTOW GROUP INC.Summary of 2018 Proxy Statement – 3