def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
Bristow Group Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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BRISTOW
GROUP INC.
2000 W. SAM HOUSTON PKWY. S., SUITE 1700
HOUSTON, TEXAS 77042
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
The Annual Meeting of Stockholders of Bristow Group Inc. (the
Company) will be held at the Westchase Hilton,
9999 Westheimer Road, 77042 on August 5, 2008, at
8:00 a.m. for the following purposes:
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1.
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To elect as directors the nominees named in this proxy statement
to serve until the next Annual Meeting of the Stockholders and
until their successors are chosen and have qualified;
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2.
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To consider and act upon a proposal to approve and ratify the
selection of KPMG LLP as the Companys independent auditors
for the fiscal year ending March 31, 2009; and
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3.
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To transact such other business as may properly come before the
meeting and any postponements or adjournments thereof.
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Our Board of Directors has fixed the close of business on
June 9, 2008, as the record date for determination of
stockholders entitled to notice of and to vote at the meeting.
STOCKHOLDERS WHO DO NOT ELECT TO ATTEND IN PERSON ARE REQUESTED
TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD USING
THE ENCLOSED
SELF-ADDRESSED
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. YOU CAN ALSO CALL IN YOUR VOTE BY TOUCHTONE TELEPHONE OR
SEND IT OVER THE INTERNET BY USING INSTRUCTIONS ON THE
PROXY CARD.
By Order of the Board of Directors
Randall A. Stafford
Vice President and General Counsel,
Corporate Secretary
Houston, Texas
July 3, 2008
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 5,
2008
Our proxy
statement and annual report to shareholders are available at
[http://bnymellon.mobular.net/bnymellon/brs]
I. GENERAL
INFORMATION
Why did I
receive this Proxy Statement?
Our Board of Directors of Bristow Group Inc. (the
Company or we or us) is
soliciting proxies to be voted at the Annual Meeting of
Stockholders (Annual Meeting) to be held on
August 5, 2008, and at any adjournment of the Annual
Meeting. When the Company asks for your proxy, we must provide
you with a proxy statement that contains certain information
specified by law. We are mailing this proxy statement and the
enclosed proxy card to stockholders on approximately
July 3, 2008. All proxies in the enclosed form that are
properly executed and returned to us prior to the Annual Meeting
will be voted at the Annual Meeting, and any adjournments
thereof, as specified by the stockholders in the proxy or, if
not specified, as set forth in this proxy statement.
What will
the stockholders vote on at the Annual Meeting?
The stockholders will vote on the following:
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election of the nominees in this proxy statement as
directors; and
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approval and ratification of the Companys independent
auditors.
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Will
there be any other items of business on the agenda?
We do not expect that any other items of business will be
considered because the deadlines for stockholder proposals and
nominations have already passed. Nonetheless, in case there is
an unforeseen need, the accompanying proxy gives discretionary
authority to the persons named on the proxy with respect to any
other matters that might be brought before the meeting. Those
persons intend to vote that proxy in accordance with their best
judgment.
Who is
entitled to vote?
Stockholders as of the close of business on June 9, 2008
(the Record Date) may vote at the Annual Meeting.
You have one vote for each share of common stock you held on the
Record Date. As of the Record Date we had 24,093,611 shares
of common stock outstanding.
How many
votes are required for the approval of each item?
The nominees for director receiving a plurality of the votes
cast will be elected. Abstentions and instructions to withhold
authority to vote for one or more of the nominees and broker
nonvotes (as defined below) will result in those nominees
receiving fewer votes but will not count as votes
against a nominee.
The approval of KPMG LLP (KPMG) as the
Companys independent auditors for the fiscal year ending
March 31, 2009 will be ratified if the votes cast for the
proposal exceed the votes cast against the proposal. Abstentions
and broker nonvotes will not count either for or against the
proposal.
What are
Broker Nonvotes?
If your shares are held by a broker, the broker will ask you how
you want your shares to be voted. If you give the broker
instructions, your shares must be voted as you direct. If you do
not give instructions, one of two things can happen depending on
the type of proposal. For some proposals, such as election of
directors and the approval and ratification of the
Companys independent auditors, the broker may vote your
shares at its discretion. But for other proposals, the broker
may not vote your shares at all. When that happens, it is called
a broker nonvote. Broker nonvotes are counted in
determining the presence of a quorum at the Annual Meeting, but
they are not counted for purposes of calculating the votes on
particular matters considered at the Annual Meeting. However,
because broker discretionary voting is permitted on both of the
proposals to be considered at the Annual Meeting, broker
nonvotes are not anticipated.
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How do I
vote by proxy?
If you are a stockholder of record, you may vote your proxy by
marking your enclosed proxy card to reflect your vote, signing
and dating each proxy card you receive and returning each proxy
card in the enclosed self-addressed envelope. The shares
represented by your proxy will be voted according to the
instructions you give on your proxy card. In addition, you may
vote your shares by telephone or via the Internet by following
the instructions provided on the enclosed proxy card.
How do I
revoke my proxy?
You have the right to revoke your proxy at any time before the
meeting by notifying our Secretary in writing or by delivering a
later-dated proxy. If you are a stockholder of record, you may
also revoke your proxy by voting in person at the meeting.
How do I
vote in person?
If you are a stockholder of record, you may vote your shares in
person at the meeting. However, we encourage you to vote by
proxy card, even if you plan to attend the meeting.
How do I
submit a stockholder proposal or nominate a director for the
2009 Annual Meeting?
Rule 14a-8
under the Securities Exchange Act of 1934 provides that, if a
stockholder wishes to have a proposal considered for inclusion
in next years proxy statement, he or she must submit the
proposal in writing so that we receive it by June 6, 2009.
However, if the date of next years Annual Meeting is more
than 30 days from the first anniversary of this years
Annual Meeting, notice is required a reasonable period of time
before we print and mail our proxy materials. We will notify you
of this deadline in a Quarterly Report on
Form 10-Q
or in another communication to you. Proposals should be
addressed to our Secretary, 2000 W. Sam Houston Pkwy.
S., Suite 1700, Houston, Texas 77042. In addition, our
bylaws provide that any stockholder wishing to nominate a
candidate for director or to propose any other business at next
years Annual Meeting must give us written notice not
earlier than the close of business on the 90th day prior to
and not later than the close of business on the 60th day
prior to the first anniversary of this years Annual
Meeting. However, if the date of the Annual Meeting is more than
30 days before or more than 60 days after such
anniversary date, notice is required not earlier than
90 days prior to the Annual Meeting and not later than the
later of 60 days prior to the Annual Meeting or the
10th day after publicly disclosing the meeting date. That
notice must provide certain other information as described in
the bylaws. Copies of the bylaws are available to stockholders
free of charge upon request to our Secretary.
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II. CORPORATE
GOVERNANCE
Corporate
Governance Guidelines
Our Board of Directors (or, our Board) has adopted
Corporate Governance Guidelines that govern the structure and
functioning of our Board and set out our Boards policies
on a number of governance issues. A copy of our Corporate
Governance Guidelines is posted on our website,
www.bristowgroup.com, under the Governance
caption and is available free of charge on request to the
Companys Secretary at 2000 W. Sam Houston Pkwy.
S., Suite 1700, Houston, Texas 77042.
Director
Independence
Our Corporate Governance Guidelines require that a majority of
our Board consist of independent directors. In general, the
Corporate Governance Guidelines require that an independent
director must have no material relationship with the Company,
directly or indirectly, except as a director. Our Board
determines independence on the basis of the standards specified
by the New York Stock Exchange (the NYSE) and other
facts and circumstances our Board considers relevant.
To assist it in determining the independence of our directors,
our Board has adopted certain categorical standards. A copy of
the standards is posted on our website,
www.bristowgroup.com, under the Governance
caption and is available free of charge on request to the
Companys Secretary at 2000 W. Sam Houston Pkwy.
S., Suite 1700, Houston, Texas 77042. Our categorical
standards are consistent with the standards set forth in the
NYSE listing standards.
Our Board has reviewed any business transactions and charitable
relationships between the Company and each director standing for
election to determine compliance with the categorical standards
described above and to evaluate whether there are any other
facts or circumstances that might impair the independence of a
director. Based on that review, our Board has determined that
Messrs. Amonett, Bolden, Cannon, Cartwright, Flick,
Knudson, Tamblyn and Wyatt are independent.
Term of
Office; Mandatory Retirement
All of our directors stand for election at each Annual Meeting.
Under our Corporate Governance Guidelines:
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directors will resign from our Board effective at the Annual
Meeting of Stockholders following their seventy-second birthday,
unless two-thirds of the members of our Board (with no
independent director dissenting) determine otherwise;
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employee directors will resign from our Board when they retire,
resign or otherwise cease to be employed by the Company; and
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a non-employee director who retires or changes his or her
principal job responsibilities will offer to resign from our
Board and the Governance and Nominating Committee of our Board
will assess the situation and recommend to the full Board
whether to accept the resignation.
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Executive
Sessions
The Companys Corporate Governance Guidelines provide that,
at least twice a year, at regularly scheduled meetings, the
Companys non-management directors shall meet in executive
session without any management participation. In addition, if
any of the non-management directors are not independent under
the applicable rules of the NYSE, then independent directors
meet separately at least once a year. Normally, the Chairman of
the Board will preside at executive sessions, but, if the roles
of Chairman and Chief Executive Officer are combined, the
non-management directors will select another director to serve
as Lead Director to preside at such sessions. If an additional
meeting of independent non-management directors is necessary,
and the Chairman of the Board is not independent, then one of
the independent non-management directors will be selected as
Lead Director to preside at that meeting. In either case, the
Lead Director of any such meeting will be, in rotation, the
then-
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Chairman of one of the committees of our Board required to be
composed solely of independent directors, in the following
order: Audit, Compensation, and Governance and Nominating
Committees.
Stockholders and other interested parties who wish to
communicate with the Lead Director of executive sessions or with
the non-management directors as a group should send their
correspondence to: Lead Director or Bristow Group Inc.
Non-Management Directors, as the case may be,
c/o Secretary,
2000 W. Sam Houston Pkwy. S., Suite 1700,
Houston, Texas 77042. Communications so addressed and clearly
marked as Stockholder Communications will be
forwarded by our Secretary unopened to, as the case may be, the
Chairman of our Board or the then-serving Lead Director (being
the independent director scheduled to preside at the next
meeting of the non-management or independent directors).
Code of
Ethics and Business Conduct
Our Board has adopted a Code of Business Integrity for directors
and employees (the Code). Our Code applies to all
directors and employees, including the chief executive officer,
the chief financial officer, and all senior financial officers.
Our Code covers topics including, but not limited to, conflicts
of interest, insider trading, competition and fair dealing,
discrimination and harassment, confidentiality, compliance
procedures and employee complaint procedures. Our Code is posted
on our website, www.bristowgroup.com, under the
Code of Integrity caption and is available free of
charge on request to our Secretary at 2000 W. Sam
Houston Pkwy. S., Suite 1700, Houston, Texas 77042.
The Governance and Nominating Committee will review any issues
under the Code involving an executive officer or director and
will report its findings to the full Board. Our Board does not
envision that any waivers of the Code will be granted, but,
should a waiver be granted for an executive officer or director,
it will also be promptly disclosed.
Director
Selection
Our Board has adopted criteria for the selection of directors
that describe the qualifications the Governance and Nominating
Committee must evaluate and consider with respect to director
candidates. Such criteria include (i) experience serving as
chief executive officer or other senior corporate executive,
(ii) international business experience, (iii) energy,
oil service or aviation company experience and
(iv) finance, accounting or banking experience. These
criteria are included in the Corporate Governance Guidelines
which are posted on our website.
The Governance and Nominating Committee proposes nominees for
director and acts pursuant to its charter, which is posted on
our website, www.bristowgroup.com, under the
Governance caption and is available free of charge
on request to our Secretary at 2000 W. Sam Houston
Pkwy. S., Suite 1700, Houston, Texas 77042. It is the
policy of the Governance and Nominating Committee to consider
director candidates recommended by its employees, directors,
stockholders, and others, including search firms.
The Governance and Nominating Committee has sole authority to
retain and terminate any search firm used to identify candidates
for director and has sole authority to approve the search
firms fees and other retention terms.
If a stockholder wishes to recommend a director for nomination,
he or she should follow the procedures set forth below for
nominations to be made directly by a stockholder. In addition,
the stockholder should provide such other information as such
stockholder may deem relevant to the Governance and Nominating
Committees evaluation. All recommendations, regardless of
the source of identification, are evaluated on the same basis as
candidates recommended by our directors, chief executive
officer, other executive officers, third-party search firms or
other sources.
Our bylaws permit stockholders to nominate directors for
election at an annual stockholders meeting regardless of whether
such nominee is submitted to and evaluated by the Governance and
Nominating Committee. To nominate a director using this process,
the stockholder must follow procedures set forth in our bylaws.
Those procedures require a stockholder wishing to nominate a
candidate for director at next years Annual Meeting to
give us written notice not earlier than the close of business on
the 90th day prior to the anniversary date of the
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immediately preceding Annual Meeting and not later than the
close of business on the 60th day prior to the anniversary
date of the immediately preceding Annual Meeting. However, if
the date of the Annual Meeting is more than 30 days before
or more than 60 days after such anniversary date, notice is
required not earlier than 90 days prior to the Annual
Meeting and not later than the later of 60 days prior to
the Annual Meeting or the 10th day after we publicly
disclose the meeting date. The notice to the Secretary must
include the following:
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The nominees name, age and business and residence
addresses;
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The nominees principal occupation or employment;
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The class and number of our shares, if any, owned by the nominee;
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The name and address of the stockholder as they appear on our
books;
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The class and number of our shares owned by the stockholder as
of the record date for the Annual Meeting (if this date has been
announced) and as of the date of the notice;
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A representation that the stockholder intends to appear in
person or by proxy at the meeting to nominate the candidate
specified in the notice;
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A description of all arrangements or understandings between the
stockholder and the nominee; and
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Any other information regarding the nominee or stockholder that
would be required to be included in a proxy statement relating
to the election of directors.
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We did not receive any nominations for director from
stockholders for our 2008 Annual Meeting.
Director
Attendance
Our Board held 10 meetings during the past fiscal year. During
this period, no incumbent director attended fewer than 75% of
the aggregate of (i) the total number of meetings of our
Board during the period in which he was a director and
(ii) the total number of meetings held by all committees on
which he served during the period in which he was a director.
It is our policy that each director of the Company is expected
to be present at each Annual Meeting of Stockholders, absent
circumstances that prevent attendance. We facilitate director
attendance at the Annual Meetings of Stockholders by scheduling
such meetings in conjunction with regular meetings of directors.
All of our directors attended last years Annual Meeting.
Communication
with Directors
Our Board maintains a process for stockholders and interested
parties to communicate directly with our Board.
All communications should be delivered in writing addressed to
the Corporate Secretary at 2000 West Sam Houston Pkwy. S.,
Suite 1700, Houston, Texas 77042. The correspondence should
be addressed to the appropriate party, namely: Bristow Group
Inc. Board, Bristow Group Inc. Governance and Nominating
Committee, Bristow Group Inc. Audit Committee, Bristow Group
Inc. Compensation Committee or the individual director
designated by full name as it appears in the Companys most
recent proxy statement. All communications must be accompanied
by the following information:
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If the person submitting the communication is a security holder,
a statement of the type and amount of the securities of the
Company that the person holds; or, if the person is not a
shareholder, a statement regarding the nature of the
persons interest in the Company; and
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The address, telephone number and
e-mail
address, if any, of the person submitting the communication.
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For more detail, refer to our Company Policy for Communications
with our Board posted on our website,
www.bristowgroup.com, under the caption
Governance.
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III. COMMITTEES
OF THE BOARD OF DIRECTORS
Our Board has the following committees, the membership of which
as of the Record Date is set forth below. The charters of our
Audit, Compensation and Governance and Nominating Committees are
posted on our website, www.bristowgroup.com, under the
Governance caption and are available free of charge
on request to our Secretary at 2000 W. Sam Houston
Pkwy. S., Suite 1700, Houston, Texas 77042.
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Number of Meetings
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Name of Committee and Members
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in Fiscal Year 2008
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AUDIT(1)
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Ken C. Tamblyn
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Thomas N. Amonett
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Stephen J. Cannon
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Michael A. Flick
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COMPENSATION(1)
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Michael A. Flick
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Thomas N. Amonett
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Charles F. Bolden, Jr.
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GOVERNANCE AND NOMINATING(1)
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Thomas C. Knudson
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Charles F. Bolden, Jr.
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Stephen J. Cannon
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As of May 22, 2008, all members of the Audit, Compensation
and Governance and Nominating Committees were independent as
defined by the applicable NYSE rules. |
Audit
Committee
The Audit Committee is directly responsible for the appointment,
compensation, retention and oversight of the Companys
independent auditors. The Audit Committee also monitors the
integrity of the Companys financial statements and the
independence and performance of the Companys auditors and
reviews the Companys financial reporting processes. The
Audit Committee reviews and reports to our Board the scope and
results of audits by the Companys independent auditors and
the Companys internal auditing staff and reviews the audit
and other professional services rendered by the independent
auditors. It also reviews with the independent auditors the
adequacy of the Companys system of internal controls. It
reviews transactions between the Company and the Companys
directors and officers, the Companys policies regarding
those transactions and compliance with the Companys
business ethics and conflict of interest policies.
Our Board requires that all members of the Audit Committee meet
the financial literacy standard required under the NYSE rules
and that at least one member qualifies as having accounting or
related financial management expertise under the NYSE rules. In
addition, the SEC has adopted rules requiring that the Company
disclose whether or not the Companys Audit Committee has
an audit committee financial expert as a member. An
audit committee financial expert is defined as a
person who, based on his or her experience, has all of the
following attributes:
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an understanding of generally accepted accounting principles and
financial statements;
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an ability to assess the general application of such principles
in connection with accounting for estimates, accruals and
reserves;
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experience preparing, auditing, analyzing or evaluating
financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to
the breadth and level of complexity of issues that can
reasonably be expected to be raised by the Companys
financial statements, or experience actively supervising one or
more persons engaged in such activities;
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an understanding of internal controls and procedures for
financial reporting; and
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an understanding of audit committee functions.
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The person is to further have acquired such attributes through
one or more of the following:
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education and experience as a principal financial officer,
principal accounting officer, controller, public accountant or
auditor or experience in one or more positions that involve the
performance of similar functions;
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experience actively supervising a principal financial officer,
principal accounting officer, controller, public accountant,
auditor or person performing similar functions;
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experience overseeing or assessing the performance of companies
or public accountants with respect to the preparation, auditing
or evaluation of financial statements or other relevant
experience.
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Our Board has reviewed the criteria set by the SEC and
determined that all four members meet the financial literacy
standards required by NYSE rules and that all four members
qualify under NYSE rules as having accounting or related
financial management expertise. Our Board has also determined
that all four members qualify as audit committee financial
experts.
Compensation
Committee
The Compensation Committee, among other matters:
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approves the compensation of the Chief Executive Officer and all
other executive officers;
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evaluates the performance of the Chief Executive Officer against
approved performance goals and other objectives and reports its
findings to our Board;
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reviews and approves changes in employee benefits and incentive
compensation plans;
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reviews and makes recommendations with respect to changes in
equity-based plans and director compensation; and
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prepares a report to be included in the Companys annual
proxy statement.
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The Compensation Committee consists entirely of
non-employee directors, as defined by
Rule 16b-3
under the Securities and Exchange Act of 1934, as amended, all
of whom satisfy the requirements of an outside
director for purposes of Section 162(m) of the
Internal Revenue Code.
Governance
and Nominating Committee
The Governance and Nominating Committee assists our Board in:
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identifying individuals qualified to become members of our Board
consistent with criteria approved by our Board;
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recommending to our Board the director nominees to fill
vacancies and to stand for election at the next annual meeting
of stockholders;
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developing and recommending to our Board the corporate
governance principles to be applicable to the Company;
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recommending committee assignments for directors to our
Board; and
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overseeing an annual review of our Boards performance.
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Compensation
Committee Interlocks and Insider Participation
No member of the Compensation Committee during the fiscal year
2008 was an officer or employee of the Company, was formerly an
officer of the Company, or had any relationship requiring
disclosure by the Company under any paragraph of Item 404
of
Regulation S-K
(Transaction with Related Persons, Promoters and Certain Control
Persons).
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IV. ELECTION
OF THE NOMINEES AS DIRECTORS
Our Board has fixed the number of directors at nine. The term of
office of all of our present directors will expire no later than
the day of the Annual Meeting upon the election of their
successors. The directors elected at the Annual Meeting will
serve until their respective successors are elected and
qualified or until their earlier death, resignation or removal.
Unless authority to do so is withheld by the stockholder, each
proxy executed and returned by a stockholder will be voted for
the election of the nominees hereinafter named. Directors having
beneficial ownership derived from presently existing voting
power of approximately 6.8% of our common stock as of the Record
Date have indicated that they intend to vote for the election of
all nominees hereinafter named. If any nominee withdraws or for
any reason is unable to serve as a director, the persons named
in the accompanying proxy either will vote for such other person
as our Board may nominate or, if our Board does not so nominate
such other person, will not vote for anyone to replace the
nominee. Our management knows of no reason that would cause any
nominee hereinafter named to be unable to serve as a director or
to refuse to accept nomination or election.
The nominees for director receiving a plurality of the votes
cast will be elected. The proxyholder named in the accompanying
proxy card will vote FOR each of the nominees named herein
unless otherwise directed therein. Abstentions, instructions to
withhold authority to vote for one or more of the nominees and
broker nonvotes will result in those nominees receiving fewer
votes, but will not be counted as a vote AGAINST the nominee.
Our Board recommends that stockholders vote FOR the election
to our Board of each of the nominees named below.
Information
Concerning Nominees
Our present Board proposes for election the following nine
nominees for director. Except for Mr. Wyatt, each of the
nominees named below is currently a director of the Company and
each was elected at the Annual Meeting of Stockholders held on
August 3, 2007.
Thomas N. Amonett, age 64, is a resident of Houston,
Texas and joined our Board in February 2006. Mr. Amonett
has served as President, Chief Executive Officer and a director
of Champion Technologies, Inc. since 1999. Champion
Technologies, Inc. is an international provider of specialty
chemicals and related services primarily to the oilfield
production sector. Mr. Amonett serves as a director of
Hercules Offshore Inc., where he serves on the Corporate
Governance and Special Governance Committees, and as a director
of Orion Marine Group, where he serves on the Audit Committee
and the Nominating and Governance Committee. He has served as a
member of our Compensation Committee since August 2006 and our
Audit Committee since February 2006.
Charles F. Bolden, Jr., age 61, is a resident
of Houston, Texas and was elected to our Board in August 2006.
Mr. Bolden was a space shuttle pilot astronaut for the
National Aeronautics and Space Administration (NASA) for
13 years. Mr. Bolden retired from the United States
Marine Corps on January 1, 2003 after serving more than
34 years. Following his retirement from military service,
Mr. Bolden was the President and Chief Operating Officer of
American PureTex Water Corporation and PureTex Water Works from
January to April 2003. He was Senior Vice President at TechTrans
International, Inc. from April 2003 until January 1, 2005.
Mr. Bolden is currently Chief Executive Officer of
JackandPanther LLC, a privately-held military and aerospace
consulting firm. He is also a director of Blue Cross Blue Shield
of South Carolina and Marathon Oil Corporation where he also
serves on their respective Audit Committees. He has served as a
member of our Compensation and Governance and Nominating
Committees since August 2006.
Stephen J. Cannon, age 54, is a resident of
Southlake, Texas and joined our Board in 2002. Mr. Cannon
currently serves as the President and CEO of TSG Technical
Services, Inc., a privately owned international government
service provider. He was the President and Chief Executive
Officer of DynCorp International LLC, a technology company with
annual revenues in excess of $2 billion from February 2005
to July 2006 and President from January 2000 to February 2005.
Mr. Cannon worked at DynCorp for approximately
25 years and served in a variety of other capacities,
including General Manager of its technical service subsidiary
and Vice President of its aerospace technology subsidiary. He
has served as a member of our Audit Committee since 2002 and
served on our Governance and Nominating Committee during 2004
and 2005.
8
Jonathan H. Cartwright (1), age 54, is a resident of
London, England, where he is the Finance Director of Caledonia
Investments plc. He joined our Board in 1997 in conjunction with
our investment in Bristow Aviation Holdings Limited where he
continues to serve as a director. Mr. Cartwright joined
Caledonia in 1989 and has served as its Financial Director since
1991. From 1984 until 1989, Mr. Cartwright held a variety
of positions at Hanson PLC, including Group Financial Controller
and director of various subsidiaries. From 1983 to 1984,
Mr. Cartwright served as Finance Director of Transworld
Petroleum (U.K.) Limited. From 1980 to 1983, he served as Group
Controller of Shulton (GB) Limited, a subsidiary of the American
Cyanamid Group. From 1975 to 1980, Mr. Cartwright was a
Chartered Accountant with Peat Marwick, a predecessor of KPMG
LLP. Mr. Cartwright is also a non-executive director of
Serica Energy, plc., an international oil and gas exploration
and production company.
William E. Chiles, age 59, is a resident of Houston,
Texas and became the President and Chief Executive Officer of
our Company effective July 15, 2004. Mr. Chiles was
also elected Chief Financial Officer in December 2005, following
the resignation of the prior chief financial officer, and served
in that capacity until Mr. Elders was elected to the
position in February 2006. Mr. Chiles has been a member of
our Board since 2004. Prior to his employment by the Company,
Mr. Chiles was employed by Grey Wolf, Inc., an onshore oil
and gas drilling company traded on the American Stock Exchange,
from March 2003 until June 21, 2004 as Executive Vice
President and Chief Operating Officer. Mr. Chiles served as
Vice President of Business Development at ENSCO International
Incorporated, an offshore oil and gas drilling company listed on
the New York Stock Exchange, from August 2002 until March 2003.
From August 1997 until its merger into an ENSCO International
affiliate in August 2002, Mr. Chiles served as President
and Chief Executive Officer of Chiles Offshore, Inc.
Mr. Chiles serves as a director of, and is Chairman of, the
Compensation Committee of Basic Energy Services, Inc., a
contractor for land based oil and gas services. He is also a
member of Basic Energys Audit Committee. He served as a
member of our Executive Committee from 2004 to August 2007 when
it was discontinued.
Michael A. Flick, age 59, is a resident of New
Orleans, Louisiana and joined our Board in February 2006.
Mr. Flick began his career in commercial banking in 1970 at
First National Bank, which subsequently became a wholly owned
subsidiary of First Commerce Corporation, whose shares were
traded on the NASDAQ. Mr. Flick held a variety of positions
at First Commerce Corporation, including Chief Financial Officer
and Chief Credit Policy Officer, and retired in 1998 as the
Executive Vice President and Chief Administrative Officer. He
serves as a director and Chairman of the Audit Committee of
Community Coffee Company, a privately held company and as a
director and member of the Audit Committee of Gulf Island
Fabrication, Inc. He also serves as a director and chairman of
the Audit Committee of the University of New Orleans Foundation.
Mr. Flick serves on our Audit Committee and is Chairman of
our Compensation Committee.
Thomas C. Knudson, age 62, is a resident of Houston,
Texas and joined our Board in June 2004. Mr. Knudson has
been Chairman of our Board since August 2006. Following seven
years of active duty as a U.S. Naval aviator and an
aerospace engineer, he joined Conoco in 1975. His diverse
corporate career, included engineering, operations, business
development and commercial assignments across a broad spectrum
of ConocoPhillips businesses, including service as the Chairman
of Conoco Europe Exploration and Production. He retired from
ConocoPhillips on January 1, 2004 as Senior Vice President,
Human Resources, Government Affairs and Communications.
Mr. Knudson is also a director and Chairman of the
Compensation Committee of NATCO Group, Inc., a leading provider
of wellhead process equipment, systems and services used in the
production of oil
(1) Jonathan H. Cartwright and our current director
Peter N. Buckley, directors and executive officers of Caledonia
Industrial & Services Limited (CIS), were
designated by CIS and elected to our Board pursuant to a Master
Agreement dated December 12, 1996 among the Company, CIS
and certain other persons in connection with our acquisition of
49% and other substantial interests in Bristow Aviation Holdings
Limited. The Master Agreement provides that so long as CIS owns
(1) at least 1,000,000 shares of common stock of the
Company or (2) at least 49% of the total outstanding
ordinary shares of Bristow Aviation Holdings Limited, CIS will
have the right to designate two persons for nomination to our
Board and to replace any directors so nominated. Caledonia
Investments plc has designated William P. Wyatt and Jonathan H.
Cartwright for nomination to our Board to be voted on at the
Annual Meeting. On December 4, 2002, CIS transferred its
rights and obligations under the Master Agreement to Caledonia
Investments plc. For a further discussion of this transfer, see
Other Matters.
9
and gas. Mr. Knudson is Chairman of and has served on our
Governance and Nominating Committee since 2004 and served on our
Compensation Committee from 2004 to August 2006. He served on
our executive committee from August 2006 to August 2007 when it
was discontinued.
Ken C. Tamblyn, age 65, is a resident of Folsom,
Louisiana. Mr. Tamblyn joined our Board in 2002. He spent
the first 20 years of his business career as a certified
public accountant with Peat Marwick Mitchell & Co., a
predecessor of KPMG LLP. In 1986 he joined Tidewater, Inc. as
Executive Vice President and Chief Financial Officer. He served
in that capacity until his retirement in August 2000.
Mr. Tamblyn currently serves as a director of Gulf Island
Fabrication, Inc. where he serves on the Audit Committee.
Mr. Tamblyn has served on our Audit Committee since 2002
and is currently Chairman of the Committee.
William P. Wyatt is a nominee for election to our Board
commencing August 5, 2008. Mr. Wyatt, age 40, is
a resident of London, England where he is an executive director
of Caledonia Investments plc. He joined Caledonia Investments in
1997 and was appointed an executive director in April 2005. From
1988 to 1993 Mr. Wyatt served as a cavalry officer in The
British Army. From 1993 until he joined Caledonia, he worked as
a corporate finance executive for Close Brothers plc, a leading
independent merchant bank in London. Mr. Wyatt was proposed
for nomination to our Board by Caledonia pursuant to an
agreement between the Company and Caledonia.
10
V. EXECUTIVE
OFFICERS OF THE REGISTRANT
Under our bylaws, our Board elects our executive officers
annually. Each executive officer remains in office until that
officer ceases to be an officer or his or her successor is
elected. There are no family relationships among any of our
executive officers. At June 1, 2008, our executive officers
were as follows:
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position Held with Registrant
|
|
William E. Chiles
|
|
|
59
|
|
|
President, Chief Executive Officer and Director
|
Perry L. Elders
|
|
|
46
|
|
|
Executive Vice President and Chief Financial Officer
|
Richard D. Burman
|
|
|
54
|
|
|
Senior Vice President, Eastern Hemisphere
|
Patrick Corr
|
|
|
49
|
|
|
Senior Vice President, Global Safety, Training and Standards
|
Mark B. Duncan
|
|
|
46
|
|
|
Senior Vice President, Western Hemisphere
|
Michael R. Suldo
|
|
|
62
|
|
|
Senior Vice President, Western Hemisphere (retiring)
|
Joseph A. Baj
|
|
|
50
|
|
|
Vice President and Treasurer
|
Elizabeth D. Brumley
|
|
|
49
|
|
|
Vice President and Chief Accounting Officer
|
Mark H. Frank
|
|
|
46
|
|
|
Vice President, Planning
|
Meera Sikka
|
|
|
50
|
|
|
Vice President, Global Business Development
|
Randall A. Stafford
|
|
|
52
|
|
|
Vice President and General Counsel, Corporate Secretary
|
Hilary S. Ware
|
|
|
51
|
|
|
Vice President, Global Human Resources
|
Mr. Chiles became the President and Chief Executive
Officer of the Company effective July 15, 2004.
Mr. Chiles was also elected Chief Financial Officer in
December 2005, following the resignation of the prior chief
financial officer, and served in that capacity until
Mr. Elders was elected to the position in February 2006.
Mr. Chiles has been a member of our Board since 2004. Prior
to his employment by the Company, Mr. Chiles was employed
by Grey Wolf, Inc., an onshore oil and gas drilling company
traded on the American Stock Exchange, from March 2003 until
June 21, 2004 as Executive Vice President and Chief
Operating Officer. Mr. Chiles served as Vice President of
Business Development at ENSCO International Incorporated, an
offshore oil and gas drilling company listed on the New York
Stock Exchange, from August 2002 until March 2003. From August
1997 until its merger into an ENSCO International affiliate in
August 2002, Mr. Chiles served as President and Chief
Executive Officer of Chiles Offshore, Inc. Mr. Chiles
serves as a director of, and is Chairman of, the Compensation
Committee of Basic Energy Services, Inc., a contractor for land
based oil and gas services. He is also a member of Basic
Energys Audit Committee. He served as a member of our
Executive Committee from 2004 to August 2007 when it was
discontinued.
Mr. Elders joined us in February 2006 as Executive
Vice President and Chief Financial Officer. Prior to joining the
Company, Mr. Elders was a director with Sirius Solutions,
L.L.P. from June 2005 to February 2006, during which time
Mr. Elders was Senior Financial Advisor to the Company from
November 2005 to February 2006 under a consulting arrangement
with Sirius Solutions. From August 2004 to May 2005,
Mr. Elders was with Vetco International Limited, a global
oilfield equipment manufacturer and construction company,
initially as a consultant and then as Vice President Finance and
Chief Accounting Officer. From July 2002 to September 2003,
Mr. Elders was a partner in the Houston audit practice of
PricewaterhouseCoopers LLP. From September 1983 to June 2002,
Mr. Elders was employed with the Houston audit practice of
Arthur Andersen LLP, including as a partner for the last seven
years and concluding as head of the energy service practice in
the Houston, New Orleans, Austin and San Antonio markets.
Mr. Elders is a Certified Public Accountant and member of
the American Institute of Certified Public Accountants.
Mr. Burman joined us in October 2004 as Senior Vice
President, Eastern Hemisphere. He also serves as Managing
Director of Bristow Helicopter Group Ltd. Prior to joining us,
Mr. Burman held various positions within the Baker Hughes
group of companies for over ten years, most recently as Region
General Manager, Mediterranean and Africa for Baker Hughes INTEQ.
Mr. Corr was appointed to the position of Senior
Vice President, Global Safety, Training and Standards in April
2008. He joined the Company in April 2007 as Senior Vice
President, Global Training. Mr. Corr has over 20 years
of experience in flight training and commercial helicopter
operations and has been a commercial helicopter pilot since
1986. In 1987, Mr. Corr established Helicopter Adventures,
Inc., a flight school with locations in Concord, California and
Titusville, Florida, where he was owner and President.
Helicopter Adventures, Inc. was acquired by the Company in April
2007.
11
Mr. Duncan was appointed to the position of Senior
Vice President, Western Hemisphere in April 2008. He joined us
in January 2005 as Vice President, Global Business Development
and was promoted to Senior Vice President, Global Business
Development effective January 1, 2006. Prior to joining the
Company, Mr. Duncan worked at ABB Lummus Global Inc. from
2002 to 2005. At ABB, Mr. Duncan served as Commercial
Director in the Deepwater Floating Production Systems division,
based in Houston, Texas. From 1985 to 2002, Mr. Duncan
worked for the Halliburton/Brown & Root Group, mostly
in the subsea sector where he filled various positions working
in the North Sea, Brazil and several other international areas,
ultimately holding the position of Senior Global Vice President
Commercial for the Subsea entity.
Mr. Suldo, who will be retiring in September 2008,
joined us in 2002 as Assistant General Manager of Air Logistics
L.L.C. and was appointed General Manager in 2003. In June 2005,
Mr. Suldo was promoted to Senior Vice President, Western
Hemisphere. Prior to joining us, Mr. Suldo was employed at
Petroleum Helicopters Inc. from July 1988 until March 2002 in
Gulf of Mexico operations in various managerial positions.
Before 1988, Mr. Suldo had a 20 year career in the US
Navy, from which he retired as a Commander.
Mr. Baj joined us in July 2005 as Assistant
Treasurer. In November 2005, Mr. Baj was elected
Vice President, Treasurer and Secretary. In May 2006,
Mr. Baj resigned his position as Secretary upon
Mr. Stafford joining the Company. Prior to joining the
Company, Mr. Baj was a treasury consultant from 2004 to
2005. Prior to 2004, Mr. Baj was Assistant Treasurer with
Transocean Inc. from 1997 to 2003.
Ms. Brumley joined us and was elected Controller in
November 2005. Ms. Brumley was subsequently elected Vice
President and Chief Accounting Officer and Controller of the
Company in December 2005. In August 2007, another individual
assumed the role of Controller from Ms. Brumley. Before
joining the Company, Ms. Brumley was the Vice President and
Controller of Noble Drilling Services, Inc., a drilling company,
from March 2005 to September 2005. From 1996 to March 2005, she
served with MAXXAM Inc., a forest products, real estate
investment and development, and racing company, where she served
as Controller beginning in January 1999 and ultimately becoming
Vice President and Controller in December 2003. She has also
worked for GulfMark Offshore, Inc. (formerly GulfMark
International, Inc.), an offshore marine services company,
serving as Controller from 1990 until 1996. A Certified Public
Accountant, Ms. Brumley was a senior auditor with Arthur
Andersen LLP prior to joining GulfMark in 1987.
Mr. Frank joined Bristow Group Inc. in March 2006 as
Director of Planning and Forecasting and was elected Vice
President, Planning in March 2007. Prior to joining Bristow,
Mr. Frank was a partner with Sense Corp, LLP and then
director with Sirius Solutions, L.L.P. from 2002 to 2006, where
he provided business process improvement and system development
services to a number of midstream and wholesale energy companies
on a consultative basis. From 1998 to 2002, Mr. Frank was
responsible for planning and forecasting in Enron
Corporations wholesale energy businesses. Prior to joining
Enron, Mr. Frank was responsible for planning, forecasting
and analysis at Toms Foods, Inc., a food processing and
distribution company, and Zapata Corporation, an offshore
drilling contractor and provider of diversified oilfield
services.
Ms. Sikka joined us as Vice President Global
Business Development in June 2008. Ms. Sikka comes to the
Company with over twenty years of experience in the energy
business in various locations around the world, the last ten of
which were spent with affiliates of Royal Dutch Shell. From
March 2000 to February 2004, she was Commercial Manager of Shell
Aircraft Limited based in London. From February 2004 to May
2008, she served as Global Category Manager Aviation
for Shell UK Exploration and Production.
Mr. Stafford joined us in May 2006 as Vice President
and General Counsel, Corporate Secretary. Prior to joining the
Company, Mr. Stafford was Vice President, General Counsel
and Corporate Secretary of TODCO from January 2003 to May 2006.
From January 2001 until January 2003, Mr. Stafford served
as Associate General Counsel of Transocean Inc.
Ms. Ware joined us in August 2007 as Vice President
of Global Human Resources. Prior to joining the Company,
Ms. Ware was Vice President, Human Resources for BHP
Billiton Petroleum from 2006 to 2007. Prior to joining BHP
Billiton, Ms. Ware was Vice President Human Resources,
Worldwide for Hanover Compressor Company from 2002 to 2006.
Prior to 2002, Ms. Ware served for 20 years in a
variety of roles as a human resources professional with BP.
12
VI. SECURITY
OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Holdings
of Principal Stockholders
The following table shows certain information with respect to
beneficial ownership of our common stock by any person known by
us to be the beneficial owner of more than five percent of any
class of our voting securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Title
|
|
|
|
|
|
|
Beneficially
|
|
|
Of
|
|
|
Percent
|
|
Name and Address of Beneficial Owner
|
|
Owned
|
|
|
Class
|
|
|
Of Class(1)
|
|
|
Franklin Resources, Inc.
|
|
|
2,248,535
|
(2)
|
|
|
Common
|
|
|
|
9.3
|
%
|
One Parker Plaza, 9th Floor
|
|
|
|
|
|
|
|
|
|
|
|
|
Fort Lee, NJ 07024
|
|
|
|
|
|
|
|
|
|
|
|
|
FMR LLC
|
|
|
2,239,008
|
(3)
|
|
|
Common
|
|
|
|
9.3
|
%
|
82 Devonshire Street
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston, MA 02109
|
|
|
|
|
|
|
|
|
|
|
|
|
Caledonia Investments plc
|
|
|
1,974,980
|
(4)
|
|
|
Common
|
|
|
|
8.2
|
%
|
Cayzer House, 30 Buckingham Gate
|
|
|
|
|
|
|
|
|
|
|
|
|
London, England SW1 E6NN
|
|
|
|
|
|
|
|
|
|
|
|
|
Dimensional Fund Advisors, LP
|
|
|
1,917,951
|
(5)
|
|
|
Common
|
|
|
|
8.0
|
%
|
1299 Ocean Avenue, 11th Floor
|
|
|
|
|
|
|
|
|
|
|
|
|
Santa Monica, CA 90401
|
|
|
|
|
|
|
|
|
|
|
|
|
Lord Abbett & Co. LLC
|
|
|
1,809,158
|
(6)
|
|
|
Common
|
|
|
|
7.5
|
%
|
90 Hudson Street
|
|
|
|
|
|
|
|
|
|
|
|
|
Jersey City, NJ 07302
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Avenue Management LLC
|
|
|
1,684,349
|
(7)
|
|
|
Common
|
|
|
|
7.0
|
%
|
622 Third Avenue, 32nd Floor
|
|
|
|
|
|
|
|
|
|
|
|
|
New York, NY 10017
|
|
|
|
|
|
|
|
|
|
|
|
|
The Vanguard Group Inc.
|
|
|
1,315,409
|
(8)
|
|
|
Common
|
|
|
|
5.5
|
%
|
100 Vanguard Blvd.
|
|
|
|
|
|
|
|
|
|
|
|
|
Malvern, PA 19355
|
|
|
|
|
|
|
|
|
|
|
|
|
Barclays Global Investors NA
|
|
|
1,194,767
|
(9)
|
|
|
Common
|
|
|
|
5.0
|
%
|
45 Fremont Street
|
|
|
|
|
|
|
|
|
|
|
|
|
San Francisco, CA 94105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Percentage of the common stock of the Company outstanding is
based on 24,093,611 shares outstanding as of the Record
Date. |
|
(2) |
|
According to a Schedule 13G/A filed on February 4,
2008 with the Securities and Exchange Commission, the shares
listed are beneficially owned by one or more open or closed-end
investment companies or other managed accounts which are advised
by direct and indirect investment advisory subsidiaries (the
Adviser Subsidiaries) of Franklin Resources, Inc.
(FRI). Such advisory contracts grant to such Adviser
Subsidiaries all investment and/or voting power over the
securities owned by such advisory clients of the Adviser
Subsidiaries. Franklin Advisory Services, LLC, has sole voting
power with respect to 1,753,750 shares of common stock and
sole dispositive power with respect to 1,769,250 shares of
common stock. Additionally, the Schedule 13G/A discloses that
Charles B. Johnson and Rupert H. Johnson, Jr., as principal
shareholders of FRI, may be deemed to be the beneficial owners
of the shares of common stock held by the Adviser Subsidiaries.
FRI, the principal shareholders and the Adviser Subsidiaries
disclaim any pecuniary interest in such shares. |
|
(3) |
|
According to Schedule 13G/A filed on February 14, 2008
with the Securities and Exchange Commission, FMR LLC has sole
voting power with respect to 300 of such shares of common stock,
sole dispositive power with respect to 2,239,008 of such shares
of common stock, and beneficially owns 2,239,008 of such shares
of common stock. Fidelity Management & Research
Company, a wholly-owned subsidiary of FMR Corp., is the
beneficial owner of 2,238,708 shares of the common stock as
a result of acting as investment adviser to various investment
companies. The ownership of one investment company, Fidelity Low
Priced Stock Fund, amounted |
13
|
|
|
|
|
to 2,049,992 shares of the common stock outstanding. FMR
LLC, through its ultimate control of the investment company has
sole power to dispose of the 2,049,992 shares owned by the
investment company. FMR Corp. does not have the sole power to
vote or direct the voting of the shares owned directly by the
investment company, which power resides with the funds
Boards of Trustees. Fidelity Management & Research
Company carries out the voting of the shares under written
guidelines established by the funds Boards of Trustees. |
|
(4) |
|
Based in part on a Schedule 13D/A filed on
September 29, 2006, with the Securities and Exchange
Commission by (i) Caledonia Investments plc
(Caledonia) as the direct beneficial owner of
1,875,080 shares of common stock (which includes
347,280 shares of common stock issuable upon conversion of
300,000 shares of non-voting 5.50% Mandatory Convertible
Preferred Stock of the Company); and (ii) The Cayzer
Trust Company Limited (Cayzer Trust) as an
indirect beneficial owner of all of such shares of common stock
given its direct holdings of the securities of Caledonia.
Caledonia and Cayzer Trust claim shared voting and dispositive
power over such shares of common stock. Additionally, the
records of the Companys transfer agent reflect that
Caledonia has acquired an additional 99,900 shares of
common stock of the Company, for current total ownership of
1,974,980 shares of common stock. |
|
(5) |
|
According to a Schedule 13G filed on February 6, 2008
with the Securities and Exchange Commission, Dimensional
Fund Advisors LP (formerly, Dimensional Fund Advisors
Inc.) (Dimensional) has sole voting and dispositive
power with respect to and, may beneficially own, all such shares
of common stock. Dimensional is an investment advisor registered
under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and serves
as investment manager to certain other commingled group trusts
and separate accounts. These investment companies, trusts and
accounts are the Funds. In its role as investment
advisor or manager, Dimensional possesses investment and/or
voting power over all of such shares of common stock, and may be
deemed to be the beneficial owner of all of such shares of
common stock of the Company held by the Funds. However, all of
such shares of common stock reported above are owned by the
Funds. Dimensional disclaims beneficial ownership of all such
shares. |
|
(6) |
|
According to a Schedule 13G filed on February 14, 2008
with the with the Securities and Exchange Commission, Lord
Abbett & Co LLC has sole voting power with respect to
1,686,857 of such shares and sole dispositive power with respect
to all of such shares. |
|
(7) |
|
According to a Schedule 13G filed on February 14, 2008
with the with the Securities and Exchange Commission, Third
Avenue Management LLC has sole voting power with respect to
1,638,749 of such shares and sole dispositive power with respect
to all of such shares. |
|
(8) |
|
According to a Schedule 13G/A filed on February 27,
2008 with the Securities and Exchange Commission, The Vanguard
Group Inc. has sole voting power with respect to 26,390 of such
shares and dispositive power with respect to all of such shares. |
|
(9) |
|
According to Schedule 13G filed on February 5, 2008
with the Securities and Exchange Commission, on behalf of
Barclays Global Investors, NA, Barclays Global
Fund Advisors, Barclays Global Investors, Ltd, Barclays
Global Investors Japan Trust and Banking Company Limited,
Barclays Global Investors Japan Limited, Barclays Global
Investors Canada Limited, Barclays Global Investors Australia
Limited and Barclays Global Investors (Deutschland) AG, filing
as a group but without affirming the existence of a group. None
of these entities claims individual beneficial ownership in
excess of five percent of any class of our voting securities; in
the aggregate, these entities claim sole dispositive power with
respect to 1,194,767 shares of common stock, including
887,270 shares for which these entities also claim sole
voting power. These entities state that all such shares are held
by them in trust accounts for the economic benefit of the
beneficiaries of those accounts. |
14
Holdings
of Directors, Nominees and Executive Officers
The following table shows, as of the Record Date, certain
information with respect to beneficial ownership of our common
stock by (i) each director or nominee, (ii) each of
the executive officers named in the Summary Compensation Table
on page 24 of this proxy statement, and (iii) all of
our directors, nominees and executive officers as a group:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
|
|
|
|
|
|
Beneficially
|
|
|
Title of
|
|
Percent of
|
|
Name and Address of Beneficial Owner
|
|
Owned(1)
|
|
|
Class
|
|
Class(2)
|
|
|
Thomas N. Amonett
|
|
|
15,000
|
|
|
Common
|
|
|
*
|
|
Charles F. Bolden
|
|
|
10,300
|
|
|
Common
|
|
|
*
|
|
Peter N. Buckley(3)
|
|
|
2,011,980
|
|
|
Common
|
|
|
8.3
|
|
Richard D. Burman
|
|
|
39,666
|
|
|
Common
|
|
|
*
|
|
Stephen J. Cannon
|
|
|
20,000
|
|
|
Common
|
|
|
*
|
|
Jonathan H. Cartwright(3)
|
|
|
2,011,980
|
|
|
Common
|
|
|
8.3
|
|
William E. Chiles
|
|
|
185,652
|
|
|
Common
|
|
|
*
|
|
Mark B. Duncan
|
|
|
28,599
|
|
|
Common
|
|
|
*
|
|
Perry L. Elders
|
|
|
25,599
|
|
|
Common
|
|
|
*
|
|
Michael A. Flick
|
|
|
16,000
|
|
|
Common
|
|
|
*
|
|
Thomas C. Knudson
|
|
|
25,000
|
|
|
Common
|
|
|
*
|
|
Michael R. Suldo
|
|
|
10,918
|
|
|
Common
|
|
|
*
|
|
Ken C. Tamblyn
|
|
|
8,000
|
|
|
Common
|
|
|
*
|
|
William P. Wyatt(3)
|
|
|
1,974,980
|
|
|
Common
|
|
|
8.2
|
|
All Directors, nominees and executive officers as a group
(21 persons)(3)
|
|
|
2,476,678
|
|
|
Common
|
|
|
12.1
|
|
|
|
|
* |
|
Less than 1%. |
|
(1) |
|
Based on information as of the Record Date supplied by
directors, nominees and executive officers. Unless otherwise
indicated, all shares are held by the named individuals with
sole voting and investment power. Stock ownership described in
the table includes for each of the following directors or
executive officers options to purchase within 60 days after
the Record Date the number of shares of common stock indicated
after such directors or executive officers name:
Thomas N. Amonett 15,000 shares; Peter N.
Buckley 37,000 shares; Charles F. Bolden
Jr. 10,000 shares; Richard D.
Burman 34,166 shares; Stephen J.
Cannon 20,000 shares; Jonathan H.
Cartwright 37,000 shares; William E. Chiles
114,665 shares; Mark B. Duncan
22,499 shares; Perry L. Elders
17,999 shares; Michael A. Flick
15,000 shares; Thomas C. Knudson
20,000 shares; Michael R. Suldo
10,901 shares and Ken C. Tamblyn
5,000 shares. Our directors, nominees for director and
executive officers, as a group, held options to purchase
383,794 shares of our common stock which may be acquired
within 60 days after the Record Date. Also includes
17 shares of common stock which were vested at the Record
Date, for the account of executive officers under the
Companys Employee Savings and Retirement Plan (the
401(k) Plan). Shares held in the 40l(k) Plan are
voted by the trustee. |
|
(2) |
|
Percentages of our common stock outstanding as of the Record
Date. |
|
(3) |
|
Because of the relationship of Messrs. Buckley, Cartwright
and Wyatt to Caledonia, Messrs. Buckley, Cartwright and
Wyatt may be deemed indirect beneficial owners of the
1,974,980 shares of common stock owned by Caledonia (see
Holdings of Principal Stockholders). Pursuant to
Rule 16a-1(a)(3),
Messrs. Buckley, Cartwright and Wyatt are reporting
indirect beneficial ownership of the entire amount of our
securities owned by Caledonia but they disclaim beneficial
ownership of the securities owned of such shares. |
15
VII. COMPENSATION
DISCUSSION AND ANALYSIS
Compensation
Philosophy
The mission of Bristow Group Inc. is to provide the safest and
most efficient helicopter support and aviation services
worldwide. The compensation program for executives is designed
to support and reinforce the mission of the Company and lead to
the consistent enhancement of stockholder value.
The program targets total compensation that is generally
consistent with the market median when individual and
organizational performance objectives are achieved and provides
the opportunity to earn above average compensation when
performance exceeds measurable financial, safety, operational
and individual goals. To achieve this objective, the program has
a significant at-risk component in the form of
variable annual and long-term incentives. The program focuses on
total compensation with a portion allocated to fixed
compensation (salary and benefits) and emphasis on variable
annual and long-term incentive compensation. Variable
incentives, both annual and longer-term, are important
components of the program and are used to align actual pay
levels with performance results. Long-term incentives are
designed to create a strong emphasis on enhancing total
stockholder value over a longer term and align the interests of
management with those of stockholders through share ownership.
Annual incentives are granted to reward participants based on
corporate, business unit and individual results. When annual and
long-term results are above average, total compensation will be
above average.
The Compensation Committee generally attempts to provide the
Companys executives, including Mr. Chiles, with a
total compensation package that is competitive and reflective of
the performance achieved by the Company compared to other
companies, and is typically weighted toward long-term incentives.
Administration
of Executive Compensation Program
Our executive compensation program is administered by the
Compensation Committee of our Board. The Committee has
established an annual process for reviewing and establishing
executive compensation levels. Previously, annual base salaries
were reviewed and adjusted effective April 1 of each year. In
2008, the review and effective date of adjustments took place in
June. The annual incentive plan performance goals are approved
in May or June of each year. Determination of achievement of
these goals, approval of bonuses under the annual incentive
compensation for the prior year and granting of long-term
incentive awards takes place immediately after the Company files
its fiscal year end financial statements, with the effective
date of such awards being no sooner than two days after such
results are filed.
Compensation consultants are engaged from time to time to
provide recommendations on all aspects of executive compensation
as directed by the Compensation Committee. The Committee may not
adopt any of the recommendations of compensation consultants,
but utilizes their work as a check in arriving at its own
judgment with respect to what it deems to be appropriate.
Compensation consultants have direct access to Committee members
and participate in Committee meetings, as requested by the
Committee Chairman. They may also provide compensation advice to
management with the knowledge and consent of the Committee.
William E. Chiles, our President and Chief Executive Officer,
Perry L. Elders, our Executive Vice President and Chief
Financial Officer, Randall A. Stafford, our Vice President and
General Counsel, and Hilary S. Ware, our Global Vice
President Human Resources, support the Compensation
Committee in performing its role with respect to administering
our compensation program. The Compensation Committee conducts
performance evaluations of Mr. Chiles, and Mr. Chiles
conducts performance evaluations of our other executive officers
and makes recommendations to the Compensation Committee
regarding all aspects of their compensation. Mr. Chiles,
with input from the entire senior management team and the
Committees compensation consultants makes recommendations
to the Committee as to performance measures and levels to be
used for annual incentive compensation. Messrs. Elders and
Stafford and Ms. Ware act pursuant to delegated authority
to fulfill various administrative functions of the Compensation
Committee, such as coordinating the hiring process with respect
to executives, providing legal and market updates to the
Compensation Committee, and overseeing the documentation of
equity plans and awards as approved by the Compensation
Committee. No executive has the authority to establish or modify
executive officer compensation.
16
The Company engaged Stone Partners for fiscal year 2007 to
perform executive compensation surveys. The Compensation
Committee reviewed information drawn by Stone Partners from
national surveys including Watson Wyatt Worldwide and Pearl
Meyer Partners. In addition, the Compensation Committee reviewed
the results from Stone Partners annual Oilfield
Manufacturing and Services Executive Compensation Survey.
Compensation norms were adjusted for comparability of revenue
size to the Company. The Compensation Committee used these
surveys and the recommendations of Stone Partners in
establishing fiscal year 2007 executive total compensation.
Total cash compensation levels were found near the market
median, and increased generally to move the targeted total
compensation value to executives closer to the median where
applicable and in accordance with anticipated normal industry
increases. While the targeted value of an executives
compensation package may be competitive, its actual value may
exceed or fall below market average levels depending on
performance.
In mid-2007 the Compensation Committee commenced an overall
review of its compensation program, including selection of a
compensation consultant. After an evaluation process involving
both management and Committee members, the Committee selected
Towers Perrin as its compensation consultant for the ensuing
year. In that regard, Messrs. Elders and Stafford and
Ms. Ware, together with Mr. Flick, the chairman of the
Compensation Committee, evaluated seven different compensation
consulting firms, narrowing the selection process down to three
firms. The Compensation Committee members then selected Towers
Perrin from the group of three firms. Management was not present
during the final selection. In addition, the Committee
established a new peer group of selected companies to review in
connection with executive compensation. The peer group consists
of twenty companies that either compete with the Company or
compete with the Company for executive talent. The companies
included in the peer group are Air Methods Corporation, CHC
Helicopter Corporation, Complete Production Services, Core
Laboratories NV, Dril-Quip, Inc., Grant Prideco, Inc., GulfMark
Offshore, Inc., Helix Energy Solutions Group Inc., Hercules
Offshore Inc., Hornbeck Offshore Services, Inc., NATCO Group
Inc., Oceaneering International, Inc., Oil States International,
Inc., PHI, Inc., Pride International, Inc., Rowan Companies,
Inc., SEACOR Holdings Inc., Superior Energy Services, Inc.,
Tidewater Inc. and W-H Energy Services, Inc. Towers Perrin also
provided the Committee with executive compensation comparisons
using the Towers Perrin 2007 Executive Compensation database and
2007 Oilfield Services Compensation Survey.
Compensation
Components
The compensation of our executives is separated into four basic
components: base salary, annual incentive compensation,
long-term incentives and deferred compensation. The base salary
for our Named Executive Officers can represent up to 100% of
compensation in any given year when incentives do not pay out or
long-term awards do not vest. However, the general mix of
compensation for target-level performances in the annual
incentive plans, plus the net annualized present value of
long-term compensation grants in fiscal year 2008 was as follows
for our CEO, CFO and each of our other three most highly
compensated executive officers (the Named Executive
Officers) with a degree of variation by individual
incumbent. The Compensation Committee considered the following
general percentage mix in establishing the total compensation
for the Companys executives at fiscal year 2008 target
performance. It is important to note that the influences of the
timing of awards, availability of stock, company financial
performance and stock price performance could significantly
change the basic mix of compensation components as a percentage
of total compensation.
|
|
|
For the CEO:
|
|
Base pay = 25%
|
|
|
Annual cash incentive compensation at target = 25%
|
|
|
Long-term compensation annualized = 45%
|
|
|
Deferred compensation = 5%
|
For the other Named Executive Officers:
|
|
Base pay = 35%
|
|
|
Annual cash incentive compensation at target = 15%
|
|
|
Long-term compensation annualized = 45%
|
|
|
Deferred compensation = 5%
|
For the purpose of measuring total compensation, the
Compensation Committee values stock options using the
Black-Scholes method. Performance restricted stock units and
time vested restricted stock are valued at a
17
discount of from 80% to 85% of the full value of an equivalent
amount of the Companys common stock on the date of grant.
Base
Salary
The base salary program generally targets the median range of
the marketplace for executives with similar responsibilities.
The Compensation Committee considers published survey data and
data for our compensation peer group when setting executive
compensation of our compensation peer group. The performance of
each executive and most employees is reviewed annually. Salary
adjustments have been typically effective at the beginning of
the fiscal year and are based on the individuals
experience and background, the general movement of salaries in
the marketplace, the Companys financial performance and a
qualitative assessment of the individuals performance by
his or her immediate supervisor, or in the case of
Mr. Chiles, by the Compensation Committee. In addition to
its assessment of Mr. Chiles performance, the
Compensation Committee reviews the evaluations for each of the
Companys other executive officers. Due to these factors,
an executives base salary may be above or below the market
median at any point in time. The Compensation Committee has
approved internal pay ranges which establish pay relationships
between positions. Base salaries for fiscal year 2008 were set
in March 2007 and are reflected in the compensation tables in
this proxy statement.
In June 2008 the Committee reviewed the performance of the Chief
Executive Officer and reviewed the Chief Executive
Officers evaluations of the other executive officers.
Following that review the base salaries for each of the Named
Executive Officers other than Mr. Suldo, who is retiring,
were adjusted as set forth below with effect from April 1,
2008:
|
|
|
|
|
Name
|
|
New Base Salary
|
|
|
William E. Chiles
|
|
$
|
750,000
|
|
Perry L. Elders
|
|
$
|
455,000
|
|
Richard D. Burman
|
|
$
|
346,000
|
|
Mark B. Duncan
|
|
$
|
325,000
|
|
The adjusted base salaries were in each case slightly over the
median for the position but no more than 25% over in any case.
Annual
Incentive Compensation
The Company maintains an annual incentive compensation plan to
provide selected executive officers and employees the
opportunity to share in the improved performance of the Company
by achieving specific corporate and business unit financial and
safety goals and key individual objectives. Awards under the
plan are determined based on specified performance standards,
which we refer to as Key Performance Indicators
(KPIs). Participants are also required to uphold and
certify their compliance with the Companys legal and
ethical standards as described in the Companys Code of
Business Integrity and the policies that support the Code. The
Compensation Committee periodically monitors the award target
levels and variances to assure their competitiveness and that
they are consistent with compensation strategy for incentives
and for total compensation. Our KPIs typically incorporate
certain metrics that are based on our publicly reported
financial results. There is no provision in our annual incentive
plan for retroactively adjusting past performance compensation
in the event of a restatement of these results leads to a
different outcome, although such a restatement would be taken
into consideration by the Compensation Committee in making
future compensation decisions.
Fiscal
Year 2008 Awards
For fiscal year 2008 the KPIs used were the following:
|
|
|
|
|
Consolidated Corporate EPS Fully diluted
earnings per share, determined in accordance with generally
accepted accounting principles.
|
|
|
|
Corporate Return on Capital Employed (ROCE).
|
18
|
|
|
|
|
Division EBITDA Division or Business Unit
earnings before interest, taxes, depreciation, and amortization,
exclusive of inter-company lease revenue and expense.
|
|
|
|
Division Return on Capital Employed Division or
Business Unit earnings before interest, taxes, depreciation, and
amortization divided by the Business Units capital
employed for the plan year.
|
|
|
|
Safety, including the Companys consolidated, or a
divisions, Total Recordable Incident Rate
(TRIR), the number of incidents per 200,000 labor
hours, for the fiscal year compared to a preset target, Lost
Work Case Rate (LWCR), the number of lost time
accidents per 200,000 labor hours incurred by the Company or a
division compared to a preset target and Air Accident Rate
(AAR) the number of Flight Accidents per
100,000 flight hours by the Company or a division compared to a
preset target.
|
|
|
|
Individual Performance Individual performance
relates specifically to the individual and is based on an
overall performance evaluation of the individuals
contributions during the year based on a subjective
determination by the individuals immediate supervisor or
in the case of Mr. Chiles, the Compensation Committee,
compared to individualized goals set by the supervisor, or in
the case of Mr. Chiles, the Compensation Committee, at the
beginning of the fiscal year.
|
EBITDA is earnings before interest expense, taxes, depreciation
and amortization and is computed by adding interest, income tax,
depreciation and amortization expenses to net income. ROCE is
return on capital employed and is computed by dividing EBITDA by
the fair value of the related operating assets, including
working capital.
The KPIs are designed to coincide with the goals and objectives
established by the Company in its long-term strategy. KPI
weightings are varied by individual position to give emphasis to
performance for which participants have the most direct control.
The KPI weightings for the CEO and other Named Executive
Officers for fiscal year 2008 are outlined below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighting
|
|
|
|
|
|
|
|
|
|
Division
|
|
|
Division
|
|
|
|
|
|
Individual
|
|
Named Executive Officer
|
|
EPS
|
|
|
ROCE
|
|
|
EBITDA
|
|
|
ROCE
|
|
|
Safety
|
|
|
Performance
|
|
|
William E. Chiles
|
|
|
30
|
%
|
|
|
20
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
25
|
%
|
|
|
25
|
%
|
Perry L. Elders
|
|
|
30
|
%
|
|
|
20
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
25
|
%
|
|
|
25
|
%
|
Richard D. Burman
|
|
|
-
|
|
|
|
15
|
%
|
|
|
20
|
%
|
|
|
20
|
%
|
|
|
25
|
%
|
|
|
20
|
%
|
Michael R. Suldo
|
|
|
-
|
|
|
|
15
|
%
|
|
|
20
|
%
|
|
|
20
|
%
|
|
|
25
|
%
|
|
|
20
|
%
|
Mark B. Duncan
|
|
|
30
|
%
|
|
|
20
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
25
|
%
|
|
|
25
|
%
|
The results for the KPIs for fiscal year 2008 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Key Performance Indicators
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Safety
|
|
|
|
|
|
|
|
|
|
Division
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
|
|
Division
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officer
|
|
EPS
|
|
|
ROCE
|
|
|
(In millions)
|
|
|
ROCE
|
|
|
TRIR
|
|
|
AAR
|
|
|
LWCR
|
|
|
William E. Chiles
|
|
|
3.57
|
|
|
|
14.3
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
0.87
|
|
|
|
1.23
|
|
|
|
0.57
|
|
Perry L. Elders
|
|
|
3.57
|
|
|
|
14.3
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
0.87
|
|
|
|
1.23
|
|
|
|
0.57
|
|
Richard D. Burman
|
|
|
-
|
|
|
|
-
|
|
|
|
171
|
|
|
|
18.1
|
%
|
|
|
0.40
|
|
|
|
0
|
|
|
|
0.33
|
|
Michael R. Suldo
|
|
|
-
|
|
|
|
-
|
|
|
|
74
|
|
|
|
16.0
|
%
|
|
|
1.25
|
|
|
|
1.27
|
|
|
|
0.66
|
|
Mark B. Duncan
|
|
|
3.57
|
|
|
|
14.3
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
0.87
|
|
|
|
1.23
|
|
|
|
0.57
|
|
19
The annual incentive targets and maximums are stated as a
percentage of annual base salary and are set based on position
grade levels. The annual incentive target and maximum levels for
fiscal year 2008 for our CEO and the other Named Executive
Officers are outlined below:
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
Base Salary
|
|
Named Executive Officer
|
|
Target
|
|
|
Maximum
|
|
|
William E. Chiles
|
|
|
100
|
%
|
|
|
200
|
%
|
Perry L. Elders
|
|
|
75
|
%
|
|
|
150
|
%
|
Richard D. Burman
|
|
|
50
|
%
|
|
|
100
|
%
|
Michael R. Suldo
|
|
|
50
|
%
|
|
|
100
|
%
|
Mark B. Duncan
|
|
|
50
|
%
|
|
|
100
|
%
|
Minimum KPI levels must be achieved in order to receive any
payout under the annual incentive compensation plan. If an
individual is determined by the Committee to have violated the
Companys Code of Business Integrity, that individual may
lose a portion or all of their annual incentive compensation as
determined by the Committee on a case by case basis. In the
event of a flight accident that results in a fatality, the
safety portion of the award payout is forfeited for the related
business unit and division employees as well as all corporate
plan members. Participants may earn up to as much as double
their annual incentive targets in the event of performance
substantially exceeding the preset goals. Annual incentive
compensation awards are paid in cash. In fiscal year 2008, the
Compensation Committee set KPI levels for the performance
incentive awards shortly after the end of the prior fiscal year
and the budget for the next fiscal year was approved by our
Board.
Actual awards made included adjustments approved by the
Compensation Committee to the fiscal year 2008 results to remove
the effect of the loss of an aircraft and related fatality in
Nigeria and to exclude the tax loss and loss of EBITDA resulting
from the sale of our Grasso Production Management business in
November 2007. The net effect of these adjustments for the
entire plan was an increase of approximately $487,000 in the
aggregate bonus amount paid to all participants in the annual
incentive compensation plan (allocated among approximately
80 persons).
Fiscal
Year 2009 Awards
In June 2008, the Compensation Committee of the Company approved
and adopted an annual incentive compensation plan for fiscal
year 2009 (year ending March 31, 2009) for our senior
employees, including each of our executive officers. The
KPIs selected for fiscal year 2009 were:
|
|
|
|
|
Consolidated Corporate EPS, ROCE, Safety, including TRIR and
AAR, and Individual Performance.
|
The KPI weightings for the CEO and our other Named Executive
Officers other than Mr. Suldo, who is retiring, for the
fiscal year 2009 plan are outlined below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighting
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual
|
|
Named Executive Officer
|
|
EPS
|
|
|
ROCE
|
|
|
Safety
|
|
|
Performance
|
|
|
William E. Chiles
|
|
|
25
|
%
|
|
|
25
|
%
|
|
|
25
|
%
|
|
|
25
|
%
|
Perry L. Elders
|
|
|
25
|
%
|
|
|
25
|
%
|
|
|
25
|
%
|
|
|
25
|
%
|
Richard D. Burman
|
|
|
25
|
%
|
|
|
25
|
%
|
|
|
25
|
%
|
|
|
25
|
%
|
Mark B. Duncan
|
|
|
25
|
%
|
|
|
25
|
%
|
|
|
25
|
%
|
|
|
25
|
%
|
20
The annual incentive target and maximum levels expressed as a
percentage of base salary for fiscal year 2009 for our CEO and
the other Named Executive Officers other than Mr. Suldo
remained unchanged from the prior year and are outlined below:
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
Base Salary
|
|
Named Executive Officer
|
|
Target
|
|
|
Maximum
|
|
|
William E. Chiles
|
|
|
100
|
%
|
|
|
200
|
%
|
Perry L. Elders
|
|
|
75
|
%
|
|
|
150
|
%
|
Richard D. Burman
|
|
|
50
|
%
|
|
|
100
|
%
|
Mark B. Duncan
|
|
|
50
|
%
|
|
|
100
|
%
|
Fiscal year 2009 target bonus award levels for the
Companys executive officers were approved by the
Compensation Committee in June 2008. The KPIs for the
target level were set at levels which would require continued
growth and improved financial performance and improvement in
safety when compared to actual results for the prior year.
Long-Term
Incentives
Long-term incentive awards are used to focus management
attention on Company performance over a period of time longer
than one year in recognition of the long-term horizons for
return on investments and strategic decisions in our business.
The awards are designed to motivate management to assist the
Company in achieving a high level of long-term performance and
serves to link this portion of executive compensation to
long-term stockholder value. They are also designed to assist in
executive retention through extended vesting periods. Aggregate
stock or option holdings of the executive have no bearing on the
size of a long-term incentive award.
The Companys 2007 Long-Term Incentive Plan (the
Incentive Plan), which was approved by the
Companys stockholders in 2007, permits the granting of any
or all of the following types of awards: stock options;
restricted stock; performance awards; phantom shares; other
stock based awards; bonus shares; and cash awards. All
non-employee directors and employees of, or consultants to, the
Company or any of its affiliates are eligible for participation
under the Incentive Plan. The Incentive Plan is administered by
the Compensation Committee. The Compensation Committee directly
oversees the Incentive Plan as it relates to officers of the
Company and oversees the Incentive Plan in general, its funding
and award components, the type and terms of the awards to be
granted and interprets and administers the Incentive Plan for
all participants.
Generally, awards under the Incentive Plan are granted a short
time after the Companys financial results for the prior
fiscal year have been made public by the filing of the
Companys Annual Report of
Form 10-K.
Occasionally, long-term incentive awards are granted at other
times when appropriate for new employees or special recognition
of performance.
Fiscal
Year 2008 Awards
In fiscal year 2008, the Compensation Committee made grants of
stock options (as set forth under Executive
Compensation Grants of Plan-Based Awards),
which vest ratably over a three-year period beginning on the
date of grant.
In fiscal year 2008, the Committee made grants of Performance
Restricted Stock Units (PRSUs), which give the
participants the right to receive one share of common stock per
unit assuming the performance standards are met (see
Executive Compensation Grants of Plan-Based
Awards). The PRSUs are designed to give the benefit
of a full value award, provided that awards only vest to the
extent shareholder value has been enhanced over the performance
period.
21
Fiscal
Year 2009 Awards
In June 2008 the Committee changed the design of its long-term
incentive awards and authorized the annual grant of stock
options, time vested restricted stock and long-term performance
cash awards to participating employees including the following
grants to the Named Executive Officers, other than
Mr. Suldo who is retiring:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance
|
|
|
Stock
|
|
|
Restricted
|
|
Officer
|
|
Cash Target
|
|
|
Options
|
|
|
Stock
|
|
|
William E. Chiles
|
|
$
|
889,300
|
|
|
|
36,100
|
|
|
|
16,100
|
|
Perry L. Elders
|
|
$
|
365,432
|
|
|
|
14,800
|
|
|
|
6,600
|
|
Richard D. Burman
|
|
$
|
300,412
|
|
|
|
12,200
|
|
|
|
5,500
|
|
Mark B. Duncan
|
|
$
|
334,072
|
|
|
|
13,600
|
|
|
|
6,100
|
|
Restricted stock grants vest at the end of three years.
Performance cash awards allow the recipient to receive from
-0-to 200% of the target amount shown depending on how the
Companys total shareholder return (TSR) ranks
among the Companys compensation peer group over the
performance period. If the Companys TSR for the
performance period is below the 25th percentile, no
performance is earned by the recipient under the award. The cash
payout then ranges from 40% to a maximum of 200% for TSR ranging
from the 25th percentile to the 75th percentile. The
Compensation Committee introduced this revised mix of long-term
incentives to achieve three goals: emphasize performance through
the use of options and performance cash awards; add retention
value with time restricted stock awards; and reduce the overall
number of shares used under the Incentive Plan through the
introduction of a longer term performance cash award. It was
also perceived by the committee that the addition of the
long-term cash award which vests simultaneously with restricted
stock awards would encourage executives to retain stock received
rather than needing to sell or have shares withheld to pay taxes.
The Compensation Committee believes the dollar value of equity
awards granted by the Company during fiscal year 2009 are
consistent with award levels granted by other companies based on
their experience and the analysis conducted by Towers Perrin in
2008.
Deferred
Compensation
Under the terms of the Companys non-qualified deferred
compensation plan for senior executives (the Deferred
Compensation Plan) participants including our Named
Executive Officers can elect to defer a portion of their
compensation for distribution at a later date. Additionally, the
Company contributes to the Deferred Compensation Plan an amount
equal to the difference between the percentage matching
contribution made by the Company to the applicable
employees 401(k) Plan Account and, in the case of
Mr. Chiles, up to 20% of salary and bonus and in the case
of each of our other Named Executive Officers, up to 15% of
salary and bonus.
Perquisites
Certain employees, including executive officers, are provided
with certain perquisites as part of their compensation. These
may include Company-paid life or private health insurance
policies. Perquisites such as these are a relatively low cost
part of compensation to be used in attracting and retaining
qualified employees and executives. Other perquisites, such as
car allowances and club dues reimbursements were eliminated in
previous years.
For additional information regarding perquisites, see
Executive Compensation Summary Compensation
Table.
Other
Benefits
Executive officers are eligible to participate, with other
employees, in various employee benefit plans, including medical,
dental and disability insurance plans and a 401(k) plan or, in
the case of employees in the U.K. (including Mr. Burman) a
defined contribution retirement plan. The Compensation Committee
exercises no discretion over this participation.
22
Stock
Ownership Guidelines
The Company does not have specific equity or other security
ownership requirements or guidelines for employees. However,
management is encouraged to take an ownership stake in the
Company and is specifically compensated with equity
compensation. Margin accounts of the Companys common stock
held by executive officers and trading in derivatives of Company
common stock by executive officers is discouraged but not
specifically disallowed by corporate policy. Under our Insider
Trading Policy, all insiders are bound by the rules of insider
trading and speculation in Company common stock is discouraged.
Our Board has adopted stock ownership guidelines for directors
pursuant to which directors are required to hold stock with a
value equal to four times the annual retainer for directors
within a five year period.
Severance
Benefits
We have entered into employment agreements with each of our
Named Executive Officers. Pursuant to these agreements, with the
exception of Mr. Burman, each of the Named Executive
Officers is entitled to severance
and/or
retirement payments and other benefits in certain situations.
See Potential Payments upon Termination or
Change-in-Control
under Executive Compensation below for a detailed
description of the amounts payable and method of calculation. We
believe the severance benefits are reasonable and not uncommon
for persons in the offices and rendering the level of services
performed by these individuals. We selected higher multiples for
terminations associated with a
change-in-control
to provide additional reasonable protections and benefits to the
officers in such event. These
change-in-control
termination payments are based on a double trigger
requiring additional reasons such as Good Reason as
defined in the agreement or the officer being terminated without
cause to ensure such amounts will not be paid when employment
continues or the individual elects to resign without good
reason. We believe that providing these multiples for
change-in-control
terminations for up to a two year period after a change in
control will provide for their commitment to the Company or its
potential acquirer through a
change-in-control
event, resulting in a continuity of leadership and preserving
the shareholders interests before and after a transaction.
The employment agreement for Mr. Chiles also provides for a
gross-up
payment to the extent Section 280G of the Internal Revenue
Code would apply to such payments as excess
parachute payments. The employment agreements for
the other executive officers contain provisions limiting
compensation payable in these circumstances to the extent
Section 280G would apply.
Accounting
and Tax Matters
The Compensation Committee also considers the potential impact
of Section 162(m) of the Internal Revenue Code of 1986, as
amended (Section 162(m)). Section 162(m)
disallows a tax deduction for any publicly held corporation for
individual compensation exceeding $1 million in any taxable
year for the Chief Executive Officer and the other senior
executive officers, other than compensation that is
performance-based under a plan that is approved by the
shareholders of the corporation and that meets certain technical
requirements. While the goal of the Committee is to design
compensation for executives which is tax deductible, the
Committee reserves to right to exercise subjective discretionary
compensation decisions where appropriate and therefor has and
may in the future authorize awards or payments to executives
which may not meet the requirements of Section 162(m).
23
VIII. DIRECTOR
AND EXECUTIVE OFFICER COMPENSATION
Summary
Compensation Table
The following information relates to compensation paid by the
Company for fiscal years 2007 and 2008 to the Companys
Named Executive Officers:
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
& Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Compensation
|
|
All Other
|
|
|
Name & Principal
|
|
Fiscal
|
|
Salary
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Earnings
|
|
Compensation
|
|
Total
|
Position
|
|
Year
|
|
($)(1)(2)
|
|
($)(3)
|
|
($)(3)
|
|
($)(4)
|
|
($)(5)
|
|
($)(6)
|
|
($)
|
|
William E. Chiles,
|
|
|
2008
|
|
|
$
|
610,983
|
|
|
$
|
1,244,613
|
|
|
$
|
369,852
|
|
|
$
|
800,000
|
|
|
|
-
|
|
|
$
|
223,549
|
|
|
$
|
3,248,997
|
|
President & CEO
|
|
|
2007
|
|
|
$
|
475,303
|
|
|
$
|
482,709
|
|
|
$
|
361,380
|
|
|
$
|
450,328
|
|
|
|
-
|
|
|
$
|
196,284
|
|
|
$
|
1,966,004
|
|
Perry L. Elders,
|
|
|
2008
|
|
|
$
|
428,331
|
|
|
$
|
310,548
|
|
|
$
|
190,042
|
|
|
$
|
381,077
|
|
|
|
-
|
|
|
$
|
116,645
|
|
|
$
|
1,426,643
|
|
Executive VP & CFO
|
|
|
2007
|
|
|
$
|
357,583
|
|
|
$
|
127,354
|
|
|
$
|
69,970
|
|
|
$
|
317,495
|
|
|
|
-
|
|
|
$
|
82,206
|
|
|
$
|
954,608
|
|
Richard D. Burman,
|
|
|
2008
|
|
|
$
|
331,488
|
|
|
$
|
138,951
|
|
|
$
|
137,149
|
|
|
$
|
220,720
|
|
|
|
-
|
|
|
$
|
216,745
|
|
|
$
|
1,045,053
|
|
Sr. VP (7)
|
|
|
2007
|
|
|
$
|
293,429
|
|
|
$
|
62,597
|
|
|
$
|
122,952
|
|
|
$
|
123,023
|
|
|
|
-
|
|
|
$
|
62,811
|
|
|
$
|
664,812
|
|
Mark B. Duncan,
|
|
|
2008
|
|
|
$
|
308,908
|
|
|
$
|
142,462
|
|
|
$
|
117,589
|
|
|
$
|
201,522
|
|
|
|
-
|
|
|
$
|
72,094
|
|
|
$
|
842,575
|
|
Sr. VP
|
|
|
2007
|
|
|
$
|
256,150
|
|
|
$
|
65,383
|
|
|
$
|
72,255
|
|
|
$
|
139,165
|
|
|
|
-
|
|
|
$
|
73,322
|
|
|
$
|
606,275
|
|
Michael R. Suldo,
|
|
|
2008
|
|
|
$
|
309,100
|
|
|
$
|
613,758
|
|
|
$
|
266,576
|
|
|
$
|
127,307
|
|
|
|
-
|
|
|
$
|
77,529
|
|
|
$
|
1,394,270
|
|
Sr. VP
|
|
|
2007
|
|
|
$
|
260,981
|
|
|
$
|
88,693
|
|
|
$
|
80,308
|
|
|
$
|
153,969
|
|
|
|
-
|
|
|
$
|
74,063
|
|
|
$
|
658,014
|
|
|
|
|
(1) |
|
Under the terms of their employment agreements,
Messrs. Chiles, Elders, Burman, Duncan and Suldo are
entitled to the compensation described under Employment
Agreements below. |
|
(2) |
|
With respect to Mr. Elders, includes contributions to our
Deferred Compensation Plan for fiscal years 2008 and 2007 of
$26,459 and $19,102 respectively. |
|
(3) |
|
The amounts in this column represent the dollar amount
recognized for financial statement reporting purposes in
accordance with SFAS No. 123(R). Under SEC rules, the
amounts shown exclude the impact of estimated forfeitures with
respect to fiscal year 2008 for stock awards or option awards
granted in fiscal year 2008 and prior fiscal years related to
service-based vesting conditions. For additional information,
see note 8 to our consolidated financial statements in our
annual report on
Form 10-K
for the fiscal year ended March 31, 2008. These amounts
reflect our accounting expense and do not correspond to the
actual value that will be recognized by the executive. The
amounts shown for Mr. Suldo include accruals in connection
with accelerated vesting of his equity awards pursuant to his
retirement agreement. |
|
(4) |
|
Annual performance awards approved in May 2008 and 2007 for
fiscal years 2008 and 2007 under the annual incentive
compensation plan for such years with respect to
Mr. Elders, includes $12,700 contributed in 2007 to our
Deferred Compensation Plan. |
|
(5) |
|
Our Named Executive Officers did not receive any above-market or
preferential earnings on nonqualified deferred compensation
during fiscal years 2007 or 2008. |
|
(6) |
|
Includes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Chiles
|
|
|
Mr. Elders
|
|
|
Mr. Burman
|
|
|
Mr. Duncan
|
|
|
Mr. Suldo
|
|
|
Company 401(k) contribution
|
|
$
|
14,223
|
|
|
$
|
13,908
|
|
|
|
-
|
|
|
$
|
13,697
|
|
|
$
|
6,750
|
|
Company Defined Contribution Plan contribution
|
|
|
-
|
|
|
|
-
|
|
|
$
|
41,436
|
|
|
|
-
|
|
|
|
-
|
|
Club dues reimbursement
|
|
|
-
|
|
|
|
-
|
|
|
$
|
8,029
|
|
|
|
-
|
|
|
|
-
|
|
Company-Paid Life and Disability Insurance
|
|
$
|
15,384
|
|
|
$
|
5,866
|
|
|
|
-
|
|
|
$
|
5,670
|
|
|
$
|
8,879
|
|
Company Deferred Compensation Plan Contribution
|
|
$
|
193,942
|
|
|
$
|
96,871
|
|
|
|
-
|
|
|
$
|
52,727
|
|
|
$
|
61,900
|
|
Company-Paid Private Executive Health Coverage
|
|
|
-
|
|
|
|
-
|
|
|
$
|
2,094
|
|
|
|
-
|
|
|
|
-
|
|
Relocation Assistance
|
|
|
-
|
|
|
|
-
|
|
|
$
|
165,186
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(7) |
|
Mr. Burman is paid in British Pounds Sterling. Cash payment
amounts shown are converted to U.S. dollars at the rates in
effect on March 31, 2007 ($1.99/£) and March 31,
2008 ($1.963/£). |
24
Grants of
Plan-Based Awards
The following table sets forth information concerning grants of
awards to each of our Named Executive Officers under our
Incentive Plan during fiscal year 2008:
Grants of
Plan-Based Awards Fiscal Year 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Awards:
|
|
Exercise
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
Number of
|
|
or Base
|
|
Grant Date
|
|
|
|
|
Estimated Future Payouts Under
|
|
Estimated Future Payouts Under
|
|
of Shares
|
|
Securities
|
|
Price of
|
|
Fair Value
|
|
|
|
|
Non-Equity Incentive Plan Awards
|
|
Equity Incentive Plan Awards
|
|
of Stock
|
|
Underlying
|
|
Option
|
|
of Stock
|
|
|
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
or Units
|
|
Options
|
|
Awards
|
|
and Option
|
Name
|
|
Grant Date
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
($/Sh)
|
|
Awards ($)(1)
|
|
Mr. Chiles
|
|
May 24, 2007
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
29,000
|
|
|
|
29,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
46.45
|
|
|
$
|
557,890
|
|
|
|
May 24, 2007
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
18,900
|
|
|
|
18,900
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
$
|
877,905
|
|
|
|
May 3, 2007
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
34,000
|
|
|
|
34,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
$
|
1,310,360
|
|
Mr. Elders
|
|
May 24, 2007
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
46.45
|
|
|
$
|
384,752
|
|
|
|
May 24, 2007
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
12,500
|
|
|
|
12,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
$
|
580,625
|
|
Mr. Burman
|
|
May 24, 2007
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8,500
|
|
|
|
8,500
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
46.45
|
|
|
$
|
163,520
|
|
|
|
May 24, 2007
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,100
|
|
|
|
5,100
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
$
|
236,895
|
|
Mr. Duncan
|
|
May 24, 2007
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8,500
|
|
|
|
8,500
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
46.45
|
|
|
$
|
163,520
|
|
|
|
May 24, 2007
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,100
|
|
|
|
5,100
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
$
|
236,895
|
|
Mr. Suldo
|
|
May 24, 2007
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8,500
|
|
|
|
8,500
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
46.45
|
|
|
$
|
163,520
|
|
|
|
|
(1) |
|
These amounts represent the full fair value of stock options and
PRSUs granted to each Named Executive Officer during fiscal year
2008 as calculated under SFAS No. 123(R). For the
relevant assumptions used to determine the valuation of our
awards, see Note 8 to our consolidated financial statements
in our annual report on
Form 10-K
for the fiscal year ended March 31, 2008. |
Options to purchase shares of our common stock and PRSUs were
granted under our Incentive Plan by our Compensation Committee
to certain of our employees, including our Named Executive
Officers, on May 24, 2007 (the Grant Date). The
options have an exercise price of $46.45, vest in one-third
increments on each of May 24, 2008, 2009, and 2010, and
expire on May 24, 2017. The PRSUs give the holder the right
to receive up to one share of common stock per unit subject to
the attainment of certain performance goals. To receive one
share for each unit granted on the third or, if not on the
third, the fifth anniversary of the Grant Date, the
Companys Cumulative Average Total Shareholder Return must
have met or exceeded 3%. If the performance measure is not
achieved by the fifth anniversary date, the PRSUs expire and no
stock is received by the participant. Cumulative Average
Total Shareholder Return for any period equals
(1) 100% multiplied by (2) a fraction, (i) the
numerator of which is (x) the Average Market Value (as
defined below) during such period of the number of shares of
Stock which had a Market Value of $100 as of the first day of
such period, assuming the reinvestment of any dividends paid
with respect to such shares during such period on a pre-tax
basis in additional shares and taking into account any stock
splits, reclassifications or any similar events minus
(y) $100, and (ii) the denominator of which is 100.
For purposes of this paragraph, the Market Value of a share of
Stock on the first and last day of any such period is equal to
the average of the 20 closing prices of such a share for the 20
consecutive trading days concluding on such day (or, if such day
is not a trading day, concluding on the final trading day
immediately preceding such day).
Employment
Agreements
On June 6, 2006 the Company entered into an amended and
restated employment agreement with William E. Chiles, the
Companys President and Chief Executive Officer. As amended
and restated, Mr. Chiles employment agreement had an
initial term of three years beginning on June 21, 2004 (the
date of his original employment agreement), and, upon
June 21, 2007 and each anniversary thereafter, this term is
automatically extended by successive one year periods unless
either party thereto gives appropriate notice of nonrenewal.
Under the agreement, Mr. Chiles serves as President and
Chief Executive Officer of the Company and reports to our Board.
Effective April 1, 2008, Mr. Chiles annual base
salary was $750,000 and he will be eligible for an annual cash
25
bonus, if he and the Company meet certain performance targets,
of up to 200% of his base salary. The Company will also credit
an annual amount equal to the difference between the% matching
contribution made by the Company to Mr. Chiles 401(k) Plan
Account and up to 20% of Mr. Chiles annual salary and
bonus to Mr. Chiles Deferred Compensation Plan
Account. The Company provides Mr. Chiles a ten-year term
life insurance policy in the amount of $3 million payable
to his designated beneficiaries. If Mr. Chiles
employment is terminated by the Company without Cause or by him
for Good Reason (as those terms are defined in
Mr. Chiles employment agreement) or under certain
other circumstances specified in the agreement, he will be
entitled to a lump sum cash payment calculated pursuant to a
formula set forth in the agreement, along with other benefits.
The lump sum payment is equal to (i) if the termination
occurs within two years of a Change of Control, as defined,
three times the sum of Mr. Chiles annual base salary
and highest annual incentive bonus received by him for any of
the last three fiscal years, as defined and (ii) if the
termination occurs at any other time, two times the sum of
Mr. Chiles annual base salary and current annual
incentive target bonus for the full year in which termination
occurred. The agreement also contains confidentiality,
non-competition, non-employee solicitation, change-of-control
and other provisions.
Mr. Elders and the Company entered into an employment
agreement, effective as of February 16, 2006. The agreement
has an initial term of two years, and, beginning on
February 16, 2008, the term is automatically extended by
successive one-year periods unless either party gives
appropriate notice of nonrenewal. Under the agreement,
Mr. Elders serves as Executive Vice President and Chief
Financial Officer of the Company and reports to the President
and Chief Executive Officer of the Company. Effective
April 1, 2008, Mr. Elders base salary was $455,000 and
he will be eligible for a cash bonus, if he and the Company meet
certain performance targets, of up to 150% of his base salary.
The Company will also credit an annual amount equal to the
difference between the% matching contribution made by the
Company to Mr. Elders 401(k) Plan Account and up to
15% of Mr. Elders annual salary and bonus to
Mr. Elders Deferred Compensation Plan Account. Upon
signing the agreement, Mr. Elders received options to
purchase 10,000 shares of the Companys common stock
and 10,000 PRSUs. The Company provides Mr. Elders with a
term life insurance policy in the amount of $500,000 payable to
his designated beneficiaries. If Mr. Elders
employment is terminated by the Company without Cause or by him
for Good Reason (as those terms are defined in
Mr. Elders employment agreement) or under certain
other circumstances specified in Mr. Elders
employment agreement, he will be entitled to a lump sum cash
payment calculated pursuant to a formula set forth therein,
along with other benefits. The lump sum payment is equal to
(i) if the termination occurs within two years of a Change
of Control, as defined, three times the sum of
Mr. Elders annual base salary and highest annual
incentive bonus received by him for any of the last three fiscal
years and (ii) if the termination occurs at any other time,
two times the sum of Mr. Elders annual base salary
and current annual incentive target bonus for the full year in
which termination occurred. The agreement also contains change
of control, confidentiality, non-competition, employee
non-solicitation and other provisions.
Mr. Burman and an affiliate of the Company entered into an
employment agreement, effective as of October 15, 2004. The
agreement continues until terminated by either party upon twelve
months notice or until Mr. Burman attains age 60.
Mr. Burman currently serves as Senior Vice President of the
Company and Managing Director of Bristow Aviation Holdings
Limited. The Company pays Mr. Burman a base salary of
£176,225 and he is eligible for a cash bonus, if he and the
Company meet certain performance targets, of up to 100% of his
base salary. The Company will also credit an annual amount equal
to 12.5% of Mr. Burmans annual salary to
Mr. Burmans retirement account pursuant to the
Bristow Helicopters Group Ltd. Defined Contribution Retirement
Plan.
On June 6, 2006 the Company entered into an amended and
restated employment agreement with Mark B. Duncan. As amended
and restated, Mr. Duncans employment agreement had an
initial term of two years beginning on January 24, 2005
(the date of his original employment agreement), and, beginning
on January 24, 2007, this term is automatically extended by
successive one-year periods unless either party gives
appropriate notice of nonrenewal. Under the agreement,
Mr. Duncan now serves as Senior Vice President, Western
Hemisphere of the Company and reports to the President and Chief
Executive Officer of the Company. Effective April 1, 2008,
Mr. Duncans annual base salary is $325,000 and he
will be eligible for an annual cash bonus, if he and the Company
meet certain performance targets, of up to 100% of his base
salary. The Company will also credit an annual amount equal to
the difference between the% matching contribution made by the
Company to Mr. Duncans 401(k) Plan Account and up to
15% of Mr. Duncans annual salary and bonus to
Mr. Duncans Deferred Compensation Plan Account. The
Company provides Mr. Duncan with a term life insurance
policy in the amount of $500,000 payable to
26
his designated beneficiaries. If Mr. Duncans
employment is terminated by the Company without Cause or by him
for Good Reason (as those terms are defined in the agreement) or
under certain other circumstances specified in the agreement, he
will be entitled to a lump sum cash payment calculated pursuant
to a formula set forth in the agreement, along with other
benefits. The lump sum payment is equal to (i) if the
termination occurs within two years of a Change of Control, as
defined, two and one half times the sum of
Mr. Duncans Annual Base Salary, as defined, and
Highest Annual Bonus, as defined, and (ii) if the
termination occurs at any other time, one and one half times the
sum of Mr. Duncans Annual Base Salary and Target
Annual Bonus, as defined. The agreement also contains
confidentiality, non-competition, employee non-solicitation,
change-of-control and other provisions.
On January 17, 2008 (the Effective Date), the
Company entered into a Retirement Agreement with Michael R.
Suldo, pursuant to which Mr. Suldo will retire from all
positions held with the Company and affiliates as of the earlier
to occur of (a) Mr. Suldos receipt of thirty
(30) days prior written notice from the Chief Executive
Officer of the Company specifying the effective date of
Mr. Suldos retirement or (b) September 30,
2008 (whichever occurs first, the Retirement Date).
Under the agreement, Mr. Suldo will continue to receive the
same compensation and benefits he received immediately prior to
the Effective Date for as long as he continues his employment
with the Company; provided, however, that, except as stated
below, Mr. Suldo will not be eligible for any bonus or
incentive awards not earned prior to the Effective Date. The
agreement also provides for the following retirement benefits:
(a) a one-time cash payment of $930,000 on the date that is
six months after the Retirement Date; (b) a performance
bonus for fiscal year 2008 in an amount determined in accordance
with the Companys policies and plan criteria; (c) a
performance bonus for fiscal year 2009 equal to $155,000
multiplied by the number of days after March 31, 2008 on
which the Retirement Date occurs and divided by 365; and
(d) health care continuation under the Consolidated Omnibus
Budget Reconciliation Act (COBRA) paid for by the Company for a
maximum of 18 months after the Retirement Date.
Additionally, the agreement provides that, as of the Retirement
Date, any stock options and restricted stock which are not
vested will immediately vest and become unrestricted, and the
stock options held by Mr. Suldo that were exercisable on
the Retirement Date may be exercised at any time until the
earlier of the 90th day following the Retirement Date and
the expiration of such stock options. The agreement also
contains a general release by Mr. Suldo and
confidentiality, non-competition and non-solicitation
provisions. An employment agreement, entered into by and between
the Mr. Suldo and the Company on June 1, 2005 has been
terminated with execution of the agreement.
27
Outstanding
Equity Awards at Fiscal Year-End
The following table sets forth information concerning
unexercised stock options and unvested restricted stock of each
of our Named Executive Officers:
Outstanding
Equity Awards at Fiscal Year-End March 31,
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
Equity Incentive
|
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive
|
|
|
Number of
|
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
Equity Incentive
|
|
Plan Awards:
|
|
|
Securities
|
|
Number of
|
|
Number of
|
|
|
|
|
|
Number of
|
|
Market Value
|
|
Plan Awards:
|
|
Market or Payout
|
|
|
Underlying
|
|
Securities
|
|
Securities
|
|
|
|
|
|
Shares or
|
|
of Shares or
|
|
Number of Unearned
|
|
Value of Unearned
|
|
|
Unexercised
|
|
Underlying
|
|
Underlying
|
|
Option
|
|
|
|
Units of Stock
|
|
Units of Stock
|
|
Shares, Units or
|
|
Shares, Units or
|
|
|
Options (#)
|
|
Unexercised
|
|
Unexercised
|
|
Exercise
|
|
Option
|
|
That Have
|
|
That Have
|
|
Other Rights That
|
|
Other Rights That
|
|
|
Exercisable
|
|
Options (#)
|
|
Unearned
|
|
Price
|
|
Expiration
|
|
Not Vested
|
|
Not Vested
|
|
Have Not Vested
|
|
Have Not Vested
|
Name
|
|
(1)
|
|
Unexercisable
|
|
Options (#)
|
|
($)
|
|
Date
|
|
(#)
|
|
($)
|
|
(#)(2)
|
|
($)(3)
|
|
Mr. Chiles
|
|
|
75,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
27.21
|
|
|
|
6/21/14
|
|
|
|
-
|
|
|
|
-
|
|
|
|
34,000
|
|
|
$
|
1,824,780
|
|
|
|
|
13,333
|
|
|
|
6,667
|
|
|
|
-
|
|
|
$
|
29.17
|
|
|
|
12/29/15
|
|
|
|
-
|
|
|
|
-
|
|
|
|
63,900
|
|
|
$
|
3,429,513
|
|
|
|
|
8,333
|
|
|
|
16,667
|
|
|
|
-
|
|
|
$
|
35.06
|
|
|
|
6/14/16
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
29,000
|
|
|
|
-
|
|
|
$
|
46.45
|
|
|
|
5/24/17
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Elders
|
|
|
3,333
|
|
|
|
3,334
|
|
|
|
-
|
|
|
$
|
30.25
|
|
|
|
2/16/16
|
|
|
|
-
|
|
|
|
-
|
|
|
|
34,500
|
|
|
$
|
1,851,615
|
|
|
|
|
4,000
|
|
|
|
8,000
|
|
|
|
-
|
|
|
$
|
35.06
|
|
|
|
6/14/16
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
20,000
|
|
|
|
-
|
|
|
$
|
46.45
|
|
|
|
5/24/17
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Burman
|
|
|
24,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
36.61
|
|
|
|
11/1/14
|
|
|
|
-
|
|
|
|
-
|
|
|
|
16,100
|
|
|
$
|
864,087
|
|
|
|
|
3,333
|
|
|
|
1,667
|
|
|
|
-
|
|
|
$
|
29.17
|
|
|
|
12/29/15
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
2,000
|
|
|
|
4,000
|
|
|
|
-
|
|
|
$
|
35.06
|
|
|
|
6/14/16
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
8,500
|
|
|
|
-
|
|
|
$
|
46.45
|
|
|
|
5/24/17
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Duncan
|
|
|
12,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
29.82
|
|
|
|
1/24/15
|
|
|
|
-
|
|
|
|
-
|
|
|
|
16,600
|
|
|
$
|
890,922
|
|
|
|
|
3,333
|
|
|
|
1,667
|
|
|
|
-
|
|
|
$
|
29.17
|
|
|
|
12/29/15
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
2,166
|
|
|
|
4,334
|
|
|
|
-
|
|
|
$
|
35.06
|
|
|
|
6/14/16
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
8,500
|
|
|
|
-
|
|
|
$
|
46.45
|
|
|
|
5/24/17
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Suldo
|
|
|
3,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
18.00
|
|
|
|
9/23/12
|
|
|
|
-
|
|
|
|
-
|
|
|
|
20,300
|
|
|
$
|
1,089,501
|
|
|
|
|
-
|
|
|
|
1,234
|
|
|
|
-
|
|
|
$
|
31.50
|
|
|
|
6/1/15
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
1,667
|
|
|
|
1,667
|
|
|
|
-
|
|
|
$
|
29.17
|
|
|
|
12/29/15
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
4,334
|
|
|
|
-
|
|
|
$
|
35.06
|
|
|
|
6/14/16
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
8,500
|
|
|
|
-
|
|
|
$
|
46.45
|
|
|
|
5/24/17
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(1) |
|
Options become exercisable in three equal annual installments
after the date of grant. |
|
(2) |
|
PRSUs that vest on the third, fourth or fifth anniversary of the
date of grant provided total shareholder return as defined in
the awards over the applicable performance period attains
certain predesignated levels. |
|
(3) |
|
This column represents the closing price of our common stock on
March 31, 2008 of $53.67 multiplied by the number of shares
of restricted stock. |
Option
Exercises and Stock Vested
The following table sets forth information concerning exercises
of stock options and vesting of restricted stock of each of our
Named Executive Officers during year fiscal year 2008:
Option
Exercises and Stock Vested Fiscal Year
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of Shares
|
|
|
Value Realized
|
|
|
Number of Shares
|
|
|
Value Realized
|
|
Name
|
|
Acquired on Exercise (#)
|
|
|
on Exercise ($)
|
|
|
Acquired on Vesting (#)
|
|
|
on Vesting ($)
|
|
|
Mr. Chiles
|
|
|
-
|
|
|
|
-
|
|
|
|
25,000
|
|
|
$
|
1,287,500
|
|
Mr. Elders
|
|
|
3,333
|
|
|
$
|
83,994
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Burman
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Duncan
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Suldo
|
|
|
16,298
|
|
|
$
|
476,368
|
|
|
|
-
|
|
|
|
-
|
|
28
Nonqualified
Deferred Compensation Plans
Nonqualified
Deferred Compensation Fiscal Year 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
|
Registrant
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
|
Contributions in
|
|
|
Contributions in
|
|
|
Earnings in
|
|
|
Withdrawals/
|
|
|
Balance at
|
|
Name
|
|
Last FY ($)(1)
|
|
|
Last FY ($)(2)
|
|
|
Last FY ($)
|
|
|
Distributions ($)
|
|
|
Last FYE ($)
|
|
|
Mr. Chiles
|
|
|
-
|
|
|
$
|
193,942
|
|
|
$
|
(11,415
|
)
|
|
|
-
|
|
|
$
|
542,349
|
|
Mr. Elders
|
|
$
|
26,459
|
|
|
$
|
96,872
|
|
|
$
|
(13,774
|
)
|
|
|
-
|
|
|
$
|
136,673
|
|
Mr. Burman
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Duncan
|
|
|
-
|
|
|
$
|
52,728
|
|
|
$
|
(5,8335
|
)
|
|
|
-
|
|
|
$
|
124,465
|
|
Mr. Suldo
|
|
|
-
|
|
|
$
|
61,900
|
|
|
$
|
(17,535
|
)
|
|
|
-
|
|
|
$
|
157,406
|
|
|
|
|
(1) |
|
Executive contributions are included in such executives
salary and bonus amounts, as applicable, as reported in the
Summary Compensation Table. |
|
(2) |
|
Registrant contributions in last fiscal year are included in all
other compensation in the Summary Compensation Table. |
Under the terms of the Companys Deferred Compensation Plan
for senior executives, participants can elect to defer a portion
of their compensation for distribution at a later date.
Additionally, the Company contributes an amount to the Deferred
Compensation Plan account of participants equal to the
difference between the percentage matching contribution made by
the Company to the applicable participants 401(k) Plan
Account and in the case of Mr. Chiles, up to 20% of salary
and bonus, and in the case of each of our other Named Executive
Officers, other than Mr. Burman, up to 15% of annual base
salary and bonus. Deferred Compensation Plan holdings are
invested in the same funds available under the Companys
401(k) Plan in accordance with the elections of the plan
participant. Participants vest in Company contributions to the
Deferred Compensation Plan over a five year term. Distributions
upon retirement or termination of employment are made pursuant
to the participants election subject to any applicable
limitations of the Internal Revenue Code. We have general
contractual obligations to pay the deferred compensation upon
the participants termination of employment for any reason,
including but not limited to death, disability or retirement.
Potential
Payments upon Termination or
Change-in-Control
Each of our Named Executive Officers is party to an employment
agreement as described above. Pursuant to these agreements,
Messrs. Chiles, Elders and Duncan are entitled to certain
severance benefits and Mr. Suldo is entitled to certain
retirement benefits. If Messrs. Chiles, Elders or
Duncans employment is terminated by the Company without
Cause or by the employee for Good Reason (as defined in the
agreement), he would be entitled to a lump sum severance payment
equal to a multiple of the sum of his annual base salary plus
his current annual incentive target bonus for the full year in
which the termination of employment occurred. For
Messrs. Chiles and Elders, the multiple is two, and for
Mr. Duncan, the multiple is 1.50 but his contract also
provides for six months notice of termination. The definition of
Cause includes, among other things, conviction of
the officer of a crime involving moral turpitude or a felony,
commission by the officer of fraud upon, or misappropriation of
funds of, the Company, knowing engagement by the officer in any
activity in direct competition with the Company, and a material
breach by the officer of covenants related to confidentiality,
non-competition and non-solicitation. The definition of
Good Reason includes, among other things, a
reduction in the officers base salary or bonus
opportunity, a relocation of more than fifty miles of the
officers principal office, a material failure of the
Company to comply with any material provision of such employment
agreement. Prior to terminating his employment for Good Reason,
the officer must comply with the notice provisions of his
employment agreement.
29
The following amounts would be payable if the listed
officers employment is terminated by the Company without
Cause or by the employee for Good Reason.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Extended
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
Target Bonus
|
|
|
Vesting of
|
|
|
Health and other
|
|
|
Tax
|
|
|
|
|
|
|
Multiple (1)
|
|
|
Multiple (2)
|
|
|
Equity Awards (3)
|
|
|
Benefits (4)
|
|
|
Gross Up
|
|
|
Total
|
|
|
Mr. Chiles
|
|
$
|
1,230,000
|
|
|
$
|
1,230,000
|
|
|
$
|
8,403,423
|
|
|
$
|
62,682
|
|
|
|
-
|
|
|
$
|
10,926,105
|
|
Mr. Elders
|
|
$
|
860,000
|
|
|
$
|
645,000
|
|
|
$
|
2,375,476
|
|
|
$
|
23,871
|
|
|
|
-
|
|
|
$
|
3,904,347
|
|
Mr. Burman(5)
|
|
|
-
|
|
|
|
-
|
|
|
$
|
1,569,057
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
1,569,057
|
|
Mr. Duncan(6)
|
|
$
|
465,000
|
|
|
$
|
232,500
|
|
|
$
|
1,472,652
|
|
|
$
|
26,661
|
|
|
|
-
|
|
|
$
|
2,196,813
|
|
Mr. Suldo(7)
|
|
$
|
930,000
|
|
|
$
|
77,712
|
|
|
$
|
1,447,578
|
|
|
$
|
27,720
|
|
|
|
-
|
|
|
$
|
2,483,010
|
|
|
|
|
(1) |
|
Assumes the salary in effect on April 1, 2008. |
|
(2) |
|
Assumes target bonus percentage in effect on April 1, 2008. |
|
(3) |
|
Assumes that the triggering event took place on March 31,
2008, the last business day of fiscal year 2008, and the price
per share of $53.67, the closing market price of our common
stock as of that date. |
|
(4) |
|
Varies according to individual choice of medical plan.
Accordingly, the amount shown assumes an employee choice which
would result in the largest amount the Company would be
responsible for. The amount for Mr. Chiles includes $50,000
for outplacement services. |
|
(5) |
|
Mr. Burmans employment agreement does not contain
special severance provisions. Termination of his employment
contract requires one year prior notice. |
|
(6) |
|
Mr. Duncan is also entitled to six months prior notice of
termination. |
|
(7) |
|
Mr. Suldo is retiring and will receive certain amounts
effective as of his retirement date (see Employment
Agreements). He is no longer entitled to payments upon
termination for other reasons. |
Additionally, if any of the officers employment is
terminated by the Company without Cause, by the officer for Good
Reason or for retirement, within the two years following a
change in control of our Company, he would be entitled to a lump
sum severance payment equal to a multiple of the sum of his
annual base salary plus the higher of (i) his current
annual incentive target bonus for the full year in which the
termination of employment occurred or (ii) the highest
annual incentive bonus received by him for any of the last three
fiscal years. For Messrs. Chiles and Elders, the multiple
is three and for Mr. Duncan, the multiple is 2.50 but his
contract also provides for six months notice of termination. In
addition to the above, any outstanding stock options or
PRSUs would vest upon the effective date of a change of
control and the Company will provide such employee with health
care benefits for three years. The definition of Change in
Control includes, subject to certain exceptions,
(i) acquisition by any individual, entity or group of
beneficial ownership of 35% or more of either the then
outstanding shares of common stock of the Company or the
combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of
directors, (ii) a change in at least a majority of the
Companys Board (iii) approval by the shareholders of
the Company of a merger, unless immediately following such
merger, substantially all of the holders of the Companys
securities immediately prior to merger beneficially own more
than 50.1% of the common stock of the entity resulting from such
merger, and (iv) the sale or other disposition of all or
substantially all of the assets of the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting
|
|
|
Extended
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
Highest Annual
|
|
|
of Equity
|
|
|
Health
|
|
|
Tax
|
|
|
|
|
|
|
Multiple
|
|
|
Bonus Multiple
|
|
|
Awards (1)
|
|
|
Benefits (2)
|
|
|
Gross Up
|
|
|
Total
|
|
|
Mr. Chiles
|
|
$
|
1,845,000
|
|
|
$
|
1,845,000
|
|
|
$
|
8,403,423
|
|
|
$
|
112,682
|
|
|
$
|
3,143,036
|
|
|
$
|
15,349,141
|
|
Mr. Elders
|
|
$
|
1,290,000
|
|
|
$
|
967,500
|
|
|
$
|
2,375,476
|
|
|
$
|
16,671
|
|
|
|
-
|
|
|
$
|
4,649,647
|
|
Mr. Burman(3)
|
|
|
-
|
|
|
|
-
|
|
|
$
|
1,569,057
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
1,569,057
|
|
Mr. Duncan(4)
|
|
$
|
775,000
|
|
|
$
|
465,000
|
|
|
$
|
1,472,652
|
|
|
$
|
16,671
|
|
|
|
-
|
|
|
$
|
2,729,323
|
|
Mr. Suldo(5)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(1) |
|
Assumes that the triggering event took place on March 31,
2008, the last business day of fiscal year 2008, and the price
per share of $53.67, the closing market price of our common
stock as of that date. |
30
|
|
|
(2) |
|
Varies according to individual choice of medical plan.
Accordingly, the amount shown assumes an employee choice which
would result in the largest amount the Company would be
responsible for. The amount for Mr. Chiles includes $50,000
for outplacement services. |
|
(3) |
|
Mr. Burmans employment agreement does not have change
of control provisions. Termination of his employment contract
requires one year prior notice. |
|
(4) |
|
Mr. Duncan is also entitled to six months prior notice of
termination. |
|
(5) |
|
Mr. Suldo is retiring and will receive certain amounts
effective as of his retirement date (see Employment
Agreements). He is no longer entitled to payments upon
termination for other reasons. |
Any benefits payable pursuant to the above triggering events are
payable in a cash lump sum not later than six months following
the termination date.
The employment agreements of the Named Executive Officers also
contain certain non-competition and non-solicitation provisions.
For additional information regarding these employment
agreements, see Executive Compensation Matters
Employment Agreements.
Director
Compensation
The following table sets forth information concerning the
compensation of each of our directors other than
Mr. Chiles, who is a named executive officer:
Director
Compensation Fiscal Year 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
or Paid
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
Deferred
|
|
|
All Other
|
|
|
|
|
|
|
in Cash
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Total
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)(1)
|
|
|
($)
|
|
|
Earnings
|
|
|
($)
|
|
|
($)
|
|
|
Thomas N. Amonett
|
|
$
|
74,250
|
|
|
|
-
|
|
|
$
|
79,600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
153,850
|
|
Charles F. Bolden, Jr.
|
|
$
|
69,300
|
|
|
|
-
|
|
|
$
|
79,600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
148,900
|
|
Peter N. Buckley
|
|
$
|
46,200
|
|
|
|
-
|
|
|
$
|
79,600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
125,800
|
|
Stephen J. Cannon
|
|
$
|
64,350
|
|
|
|
-
|
|
|
$
|
79,600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
143,950
|
|
Jonathan H. Cartwright
|
|
$
|
47,850
|
|
|
|
-
|
|
|
$
|
79,600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
127,450
|
|
Michael A. Flick
|
|
$
|
78,100
|
|
|
|
-
|
|
|
$
|
79,600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
157,700
|
|
Thomas C. Knudson
|
|
$
|
156,650
|
|
|
|
-
|
|
|
$
|
79,600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
236,250
|
|
Ken C. Tamblyn
|
|
$
|
89,650
|
|
|
|
-
|
|
|
$
|
79,600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
169,250
|
|
|
|
|
(1) |
|
The amounts in this column represent the dollar amount
recognized for financial statement reporting purposes with
respect to fiscal year 2008 for stock options granted in fiscal
year 2008 and prior fiscal years, in accordance with
SFAS No. 123(R), which also equals the grant date fair
value computed in accordance with SFAS No. 123(R).
Under SEC rules, the amounts shown exclude the impact of
estimated forfeitures related to service-based vesting
conditions. For additional information, see note 8 to our
consolidated financial statements in our annual report on
Form 10-K
for fiscal year 2008. |
The Compensation Committee determines the annual retainer,
meeting fees, stock options and other benefits for members of
our Board. The Compensation Committees objective with
respect to director compensation is to provide compensation
incentives that attract and retain individuals of outstanding
ability. Directors who are Company employees do not receive a
retainer or fees for service on our Board or any committees. The
Company
31
pays non-employee members of our Board for their service as
directors. Directors who are not employees receive, as of the
Record Date:
|
|
|
Annual Chairman of the Board fee:
|
|
$144,000
|
Annual director fee:
|
|
$33,000
|
Committee Chairmen attendance fees (per meeting):
|
|
|
Audit Committee
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$5,500
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Compensation Committee
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$2,750
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Governance and Nominating Committee
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$2,750
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Meeting attendance fees (per meeting) all other:
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$1,650
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Equity-based compensation:
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At each Annual Meeting of Stockholders of the Company, each
non-employee director is granted options to purchase
5,000 shares at the closing price on the date of grant.
These options vest six months after the date of grant.
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Directors are also reimbursed for reasonable out-of-pocket
expenses incurred in attending meetings of our Board or
committees and for other reasonable expenses related to the
performance of their duties as directors.
32
IX. COMPENSATION
COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee has reviewed and discussed the above
Compensation Discussion and Analysis with management and, based
on such review and discussions, the Compensation Committee
recommended to our Board that the Compensation Discussion and
Analysis be included in this proxy statement.
Michael A. Flick, Chairman
Charles F. Bolden, Jr.
Thomas N. Amonett
33
X. AUDIT
COMMITTEE REPORT
The Audit Committees principal functions are to select
each year a firm of independent auditors, to assist our Board in
fulfilling its responsibility for oversight of the
Companys accounting and internal control systems and
principal accounting policies, to recommend to the
Companys Board, based on its discussions with the
Companys management and independent auditors, the
inclusion of the audited financial statements in the
Companys Annual Report on
Form 10-K
and to oversee the entire independent audit function. The
Company believes that each of the four members of the Audit
Committee satisfy the requirements of the applicable rules of
the SEC and the NYSE as to independence, financial literacy and
experience. Our Board has determined that at least one member,
Ken C. Tamblyn, is an audit committee financial expert as
defined by the SEC. Our Board has adopted a charter for the
Audit Committee, a copy of which is posted on our website,
www.bristowgroup.com, under the Governance
caption.
In connection with the Companys consolidated financial
statements for the fiscal year ended March 31, 2008, the
Audit Committee has:
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reviewed and discussed the audited financial statements with
management;
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discussed with the Companys independent auditors, KPMG
LLP, the matters required to be discussed by Statements on
Auditing Standards No. 61, as amended;
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received the written disclosures and the letter from KPMG LLP as
required by Independence Standards Board Standard No. 1 and
discussed with the auditors their independence; and,
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considered whether the provision of services by KPMG LLP not
related to the audit of the Companys consolidated
financial statements and the review of the Companys
interim financial statements is compatible with maintaining the
independence of KPMG LLP.
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Based on the review and discussions with the Companys
management and independent auditors, as set forth above, the
Audit Committee recommended to the Companys Board, and our
Board has approved, that the audited financial statements be
included in the Companys Annual Report on
Form 10-K
for the fiscal year ended March 31, 2008, as filed with the
SEC.
Audit Committee
Ken C. Tamblyn, Chairman
Thomas N. Amonett
Stephen J. Cannon
Michael A. Flick
34
XI.
RELATIONSHIP WITH
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG conducted the examination of the Companys financial
statements for the fiscal year 2008. Representatives of KPMG are
expected to be present at the Annual Meeting with the
opportunity to make a statement if they desire to do so and will
be available to respond to appropriate questions.
During the Companys two most recent fiscal years, the
Company did not consult KPMG with respect to the application of
accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might
be rendered on the Companys financial statements, or any
other matters or reportable events listed in the
Items 304(a)(2)(i) and (ii) of
Regulation S-K.
Accounting
Fees and Services
Set forth below are the fees paid by the Company to KPMG for the
fiscal years indicated.
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2008
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2007
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Audit Fees
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$
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2,001,485
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$
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1,116,352
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Audit-Related Fees
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$
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307,233
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$
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218,600
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Tax Fees
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$
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390,866
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$
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495,469
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Description
of Non-Audit Services
Audit fees for each period include costs to assess our internal
controls over financial reporting.
Audit-Related Fees audit-related fees for fiscal
year 2008 related principally to the Companys offering of
its
71/2% Senior
Notes. Audit-related fees for fiscal year 2007 related
principally to the Companys offering of its 5.50%
Mandatory Convertible Preferred Stock.
Tax Fees tax fees included fees for tax compliance,
tax advice and tax planning services rendered by the
Companys independent accountants.
Audit
Committee Pre-Approval Policies and Procedures
Our Audit Committee has policies and procedures that require the
pre-approval by the Audit Committee of all fees paid to, and all
services performed by, our independent accounting firm. At the
beginning of each year, the Audit Committee approves the
proposed services, including the nature, type and scope of
services contemplated and the related fees, to be rendered by
KPMG during the year. In addition, Audit Committee pre-approval
is also required for those engagements that may arise during the
course of the year that are outside the scope of the initial
services and fees pre-approved by the Audit Committee.
Our Audit Committee policy requires prior Audit Committee
approval of all services performed by our independent accounting
firm, regardless of the scope of such services. The Audit
Committee has delegated this prior approval authority to its
Chairman for all non-audit services undertaken in the ordinary
course. Any services approved by the Audit Committee Chairman
pursuant to this delegated authority must be reported to the
full Audit Committee at its next regularly scheduled meeting.
Pursuant to the Sarbanes-Oxley Act of 2002, the fees and
services provided as noted in the table above were authorized
and approved by the Audit Committee in compliance with the
pre-approval policies and procedures described herein.
Approval
and Ratification of Independent Public Accountant
The Audit Committee of the Companys Board has selected the
firm of KPMG as the Companys independent auditors for
fiscal year 2009. Stockholder approval and ratification of this
selection is not required by law or by the bylaws of the
Company. Nevertheless, our Board has chosen to submit it to the
stockholders for their approval and ratification. Of the shares
represented and entitled to vote at the Annual Meeting (whether
in person or by proxy), more votes must be cast in favor of than
votes cast against the proposal to ratify and approve the
selection
35
of KPMG as the Companys independent auditors for fiscal
year 2009, in order for this proposal to be adopted. The
Proxyholder named in the accompanying proxy card will vote FOR
the foregoing proposal unless otherwise directed therein.
Abstentions will not be counted either as a vote FOR or as a
vote AGAINST the proposal to ratify and approve the selection of
KPMG as the Companys independent auditors for fiscal year
2009. Broker nonvotes will be treated as not present for
purposes of calculating the vote with respect to the foregoing
proposal, and will not be counted either as a vote FOR or
AGAINST or as an ABSTENTION with respect thereto. If more votes
are cast AGAINST this proposal than FOR, our Board will take
such decision into consideration in selecting independent
auditors for the Company.
Our Board recommends a vote FOR the approval and ratification
of the selection of KPMG as the Companys independent
auditors for fiscal year 2009.
36
XII. OTHER
MATTERS
Transactions
with Related Persons
On December 19, 1996, the Company acquired 49% of the
common stock and other significant economic interest in Bristow
Aviation Holdings Limited (Bristow Aviation), a U.K.
corporation, which holds all of the outstanding shares in
Bristow Helicopter Group Limited (BHGL), pursuant to
a Master Agreement dated December 12, 1996, among the
Company, CIS and certain other persons (the Master
Agreement). As a result primarily of that transaction, CIS
became the beneficial owner of 1,752,754 shares of our
common stock. The Master Agreement provides that so long as CIS
owns (1) at least 1,000,000 shares of our common stock
or (2) at least 49% of the total outstanding ordinary
shares of Bristow Aviation, CIS will have the right to designate
two persons for nomination to our Board and to replace any
directors so nominated. Pursuant to the Master Agreement, CIS
designated Peter N. Buckley and Jonathan H. Cartwright for
nomination to our Board, and they were duly elected in February
1997. Mr. Buckley is the Chairman of the Board of Caledonia
and Mr. Cartwright is the Financial Director of Caledonia,
which was then the holder of all the outstanding stock of CIS.
Caledonia has designated William P. Wyatt and
Mr. Cartwright for nomination to our Board to be voted on
at the Annual Meeting. On December 4, 2002, CIS:
(i) sold to Caledonia all its holdings of our common stock
and our 6% Convertible Subordinated Notes (the
6% Notes) and (ii) transferred to
Caledonia all of its rights and obligations under the Master
Agreement and related documents. On July 29, 2003, we
redeemed the 6% Notes with a portion of the proceeds from
our sale of $230.0 million principal amount of
61/8% Senior
Notes due 2013. This reduced the amount of our common stock
beneficially owned by Caledonia to 1,300,000 shares. In
fiscal year 2007, Caledonia increased its holding in our
securities in 1,627,700 shares of common stock and
300,000 shares of our 5.50% Mandatory Convertible Preferred
Stock (see Security Ownership of Certain Beneficial Owners
and Management). In fiscal year 2008 we paid
$0.8 million as dividends to Caledonia on such preferred
stock.
The 1996 transaction also included certain executory obligations
of the parties that remain in effect between us and Caledonia
and its affiliates, certain of which are described below. All
such obligations were the result of arms length
negotiations between the parties that were concluded before
Messrs. Buckley and Cartwright were nominated or elected to
our Board and are, in our view, fair and reasonable to the
Company.
In connection with the Bristow Aviation transaction, we and
Caledonia also entered into a Put/Call Agreement whereunder,
upon giving specified prior notice, we have the right to buy all
the Bristow Aviation shares held by Caledonia, who, in turn, has
the right to sell such shares to us. Under the current United
Kingdom law, we would be required, in order for Bristow Aviation
to retain its operating license, to find a qualified European
Union investor to own any Bristow Aviation shares we have a
right or obligation to acquire pursuant to the Put/Call
Agreement. Any put or call of the Bristow Aviation shares will
be subject to the approval of the Civil Aviation Authority.
In connection with the Bristow Aviation transaction, we acquired
£91.0 million (approximately $144.0 million) in
principal amount of 13.5% subordinated unsecured loan stock
(debt) of Bristow Aviation. Bristow Aviation had the right and
elected to defer payment of interest on the loan stock. Any
deferred interest also accrues interest at an annual rate of
13.5%. With our agreement, no interest payments have been made
through March 31, 2008.
In March 2004, the Company prepaid a portion of the put/call
option price to Caledonia, representing the amount of guaranteed
return since inception, amounting to $11.4 million. In
consideration of this, the shareholders of Bristow Aviation
agreed to reduce the guaranteed return factor used in
calculating the put/call option price, effective April 1,
2004, from 12% per annum to LIBOR plus 3%. In May 2004, the
Company acquired eight million shares of deferred stock,
essentially a subordinated class of stock with no voting rights,
from Bristow Aviation for £1 per share ($14.4 million
in total). Bristow Aviation used these proceeds to redeem
£8 million ($14.4 million) of its ordinary share
capital at par value on a pro rata basis from all its
outstanding shareholders, including the Company. The result of
these changes was to reduce the cost of the guaranteed return to
the other shareholders by $2.3 million on an annual basis.
In January 1998, we loaned £50.0 million
(approximately $98.2 million as of March 31,
2007) to Bristow Aviation to refinance certain of its
indebtedness. The loan was to mature on January 15, 2008
and bore interest at an
37
annual rate of 8.335%, but its maturity has been extended until
January 15, 2018. During fiscal year 2008, we received
$6.9 million in interest payments under the loan, and paid
$0.1 million as interest under the notes. In December 2002,
Bristow Aviation advanced to us $10.0 million under a
demand note that bears interest at an annual rate of 8.335%. In
December 2005, Bristow Aviation advanced to us $15 million
under a demand note that bears interest at an annual rate of
8.335%. All of the demand notes were repaid by the end of fiscal
year 2008.
During fiscal year 2008, we leased an average of 45 aircraft to
Bristow Aviation, or its subsidiaries, and received total lease
payments of approximately $38.6 million. During fiscal year
2008, Bristow Aviation, or its subsidiaries, leased
approximately 7 aircraft and charged aircraft maintenance costs
to us, and we paid total lease payments of $1.7 million.
The foregoing transactions with Bristow Aviation are eliminated
for financial reporting purposes in consolidation.
Beginning in September 2004, the Company began paying to
Caledonia the amount of guaranteed return on the put/call on a
quarterly basis. In fiscal year 2008, the Company paid to
Caledonia $0.2 million representing the amount due for the
period from January 1, 2007 to December 31, 2007.
Review
and Approval of Related Party Transactions
Currently, related party transactions fall under the auspices of
our Code of Business Integrity. We are in the process of
reviewing a specific written policy governing transactions with
related parties that applies to all transactions required to be
disclosed as related party transactions under Item 404 of
Regulation S-K.
Under this policy, all such related person transactions are
required to be approved or ratified by the Audit Committee in
accordance with the guidelines set forth in the policy. No
member of the Audit Committee may review or approve any
transaction or amendment if he is involved directly or
indirectly in the transaction. Our Board may also decide that a
majority of directors disinterested in the transaction will
review and approve a particular transaction or amendment. When
reviewing and approving a related person transaction, the Audit
Committee will be required to fully inform itself about the
related partys relationship and interest regarding the
material facts of the proposed transaction and determine that
the transaction is fair to the Company.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors,
officers, and certain beneficial owners (collectively,
Section 16 Persons) to file with the
Securities and Exchange Commission and NYSE reports of
beneficial ownership on Form 3 and reports of changes in
ownership on Form 4 or 5. Copies of all such reports are
required to be furnished to us. To our knowledge, based solely
on a review of the copies of Section 16(a) reports
furnished to us for fiscal year 2008 and other information, all
filing requirements for the Section 16 Persons have
been complied with during or with respect to fiscal year 2008.
Items of
Business to Be Acted Upon at the Meeting
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Item 1.
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ELECTION
OF THE NOMINEES NAMED IN THIS PROXY STATEMENT AS
DIRECTORS
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Our Board recommends that you vote FOR the election of each
of the following nominees:
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Thomas N. Amonett
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Charles F. Bolden, Jr.
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Stephen J. Cannon
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Jonathan H. Cartwright
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William E. Chiles
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Michael A. Flick
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Thomas C. Knudson
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Ken C. Tamblyn
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William P. Wyatt
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Biographical information for these nominees can be found on
pages 10, 11 and 12 of this proxy statement.
38
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Item 2.
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APPROVAL
AND RATIFICATION OF THE COMPANYS INDEPENDENT
AUDITOR
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Our Board recommends that you vote FOR the approval and
ratification of the selection of KPMG LLP as the Companys
independent auditors for fiscal year 2009.
VOTING OF
THE PROXY
SHARES REPRESENTED BY ALL PROPERLY EXECUTED PROXIES WILL BE
VOTED AS DIRECTED IN THE PROXIES. IF NO DIRECTION IS SPECIFIED,
SUCH SHARES WILL BE VOTED FOR THE NOMINEES AND
FOR THE OTHER PROPOSAL SET FORTH ABOVE.
General
The cost of soliciting Proxies will be borne by us, and upon
request, we will reimburse brokerage firms, banks, trustees,
nominees and other persons for their out-of-pocket expenses in
forwarding proxy materials to the beneficial owners of our
securities. Our directors, officers and employees may, but
without compensation other than regular compensation, solicit
Proxies by telephone, telegraph, or personal interview.
Householding
The Securities and Exchange Commission permits a single set of
annual reports and proxy statements to be sent to any household
at which two or more stockholders reside if they appear to be
members of the same family. Each stockholder continues to
receive a separate proxy card. This procedure, referred to as
householding, reduces the volume of duplicate information
stockholders receive and reduces mailing and printing expenses.
A number of brokerage firms have instituted householding. As a
result, if you hold your shares through a broker and you reside
at an address at which two or more stockholders reside, you will
likely be receiving only one annual report and proxy statement
unless any stockholder at that address has given the broker
contrary instructions. However, if any such beneficial
stockholder residing at such an address wishes to receive a
separate annual report or proxy statement in the future, or if
any such beneficial stockholder that elected to continue to
receive separate annual reports or proxy statements wishes to
receive a single annual report or proxy statement in the future,
that stockholder should contact their broker or send a request
to Secretary, Bristow Group Inc., 2000 W. Sam Houston
Pkwy. S., Suite 1700, Houston, Texas 77042, telephone
number
(713) 267-7600.
Upon the written request of any stockholder entitled to vote
at the Annual Meeting, we will provide, without charge, a copy
of our Annual Report on
Form 10-K
for fiscal year 2008. Any such request should be directed to
Secretary, Bristow Group Inc., 2000 W. Sam Houston
Pkwy. S., Suite 1700, Houston, Texas 77042, telephone
number
(713) 267-7600.
Requests from beneficial owners of our shares must set forth a
good faith representation that as of June 9, 2008, the
requester was a beneficial owner of shares entitled to vote at
the Annual Meeting.
By Order of the Board of Directors
Vice President and General Counsel,
Corporate Secretary
July 3, 2008
39
PROXY
BRISTOW GROUP INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned stockholder of Bristow Group Inc., a Delaware corporation (the Company),
hereby appoints William E. Chiles and Randall A. Stafford, and each of them, proxies with power of
substitution to vote and act for the undersigned, as designated on the reverse side, with respect
to the number of shares of the common stock the undersigned would be entitled to vote at the Annual
Meeting of Stockholders of the Company to be held at the Westchase Hilton, 9999 Westheimer Road,
Houston, Texas 77042 on Tuesday, August 5, 2008, at 8:00 a.m., and at any adjournments thereof,
and, at their discretion, the proxies are authorized to vote upon such other business as may
properly come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED HEREIN BY THE STOCKHOLDER. IF
NO DIRECTION IS SPECIFIED WHEN THE DULY EXECUTED PROXY IS RETURNED, SUCH SHARES WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS OF THE COMPANY.
Our Board of the Company recommends that you vote FOR each of the nominees listed on the
reverse side for election as Directors of the Company, and FOR approval and ratification of the
selection of KPMG LLP as the Companys independent auditors for the fiscal year ending March 31,
2009.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.
Address Change/Comments (Mark the corresponding box on the reverse side)
6 FOLD AND DETACH
HERE 6
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Please
Mark Here
for Address
Change or
Comments
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SEE
REVERSE SIDE
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1) Election of the following nominees as Directors:
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FOR
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WITHHOLD |
all nominees
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for all nominees |
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Withhold for the following only: (Write the name(s) of the nominee(s) below)
01 Thomas N. Amonett, 02 Charles F. Bolden, Jr. 03 Stephen J. Cannon,
04 Jonathan H. Cartwright, 05 William E. Chiles, 06 Michael A. Flick,
07 Thomas C. Knudson, 08 Ken C. Tamblyn and 09 William P. Wyatt.
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FOR
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AGAINST
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ABSTAIN |
2) Approval and ratification of
the selection of KPMG LLP as the
Companys independent auditors for
the fiscal year ending March 31,
2009.
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o
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o
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The undersigned hereby acknowledges receipt of a copy of the accompanying Notice of Annual Meeting
of Stockholders and Proxy Statement and the Companys annual report for the year ended March 31,
2008 and hereby revokes any proxy or proxies heretofore given.
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Date |
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Signature |
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Signature |
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Please mark, date and sign as your
account name appear and return in the
enclosed envelope. If acting as
executor, administrator, trustee or
guardian, etc., you should indicate
same when signing. If the signer is a
corporation or partnership, please sign
the full corporate name or partnership
name by duly authorized officer or
person. If the shares are held jointly,
each joint stockholder named should
sign.
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6 FOLD AND DETACH
HERE 6
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Internet and telephone voting is available through 11:59 PM Eastern Time
the day prior to annual meeting day.
Your Internet or telephone vote authorizes the named proxies to vote your shares in
the same manner as if you marked, signed and returned your proxy card.
Internet
http://www.proxyvoting.com/brs
Use the Internet to vote
your proxy. Have your proxy
card in hand when you access
the Web site. OR . . .
Telephone
1-866-540-5760
Use any
touch-tone
telephone to vote
your proxy. Have
your proxy card in
hand when you
call. OR . . .
Mail
Mark, sign and
date your proxy card
and return it in the
enclosed postage-paid
envelope.
If you vote your proxy by Internet or by telephone,
you do NOT need to mail back your proxy card.