¨	Preliminary Proxy Statement

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þ	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to §240.14a-12

þ	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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(2)	Form, Schedule or Registration Statement No.:

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1.	To elect as directors the nominees named in this proxy statement to serve until the next Annual Meeting of Stockholders and until their successors are chosen and have qualified;

2.	To approve on an advisory basis the Company’s executive compensation;

3.	To approve the removal of common stock issuance restrictions of the Company upon the exercise of warrants; and

4.	To approve and ratify the selection of KPMG LLP (“KPMG”) as the Company’s independent auditors for the fiscal year ending March 31, 2019.

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Meeting Date:	July 31, 2018

Meeting Time:	8:00 a.m. (Central Daylight Time)

Meeting Place:	2103 City West Boulevard, 4th Floor

Record Date:	June 7, 2018

Voting Eligibility:	Only stockholders as of the close of business on the Record Date are eligible to vote at the Annual Meeting of Stockholders or by proxy and each such stockholder shall have one vote for each share of common stock held on the Record Date.

Voting Methods:	Eligible stockholders may vote their shares in any of the following four ways:

Ø	In Person – You may vote your shares at the Annual Meeting of Stockholders (you will need to bring evidence of your shareholding as well as valid photo identification);

Ø	By Mail – You may mail your completed and executed proxy card to the address above (Attention Bristow Corporate Secretary) which must be received by the Company on or prior to July 30, 2018;

Ø	By Internet – You may go to www.envisionreports.com/BRS for voting instructions or scan the QR code on your proxy card with your smartphone, then cast your vote electronically by 11:59 p.m. (Eastern Daylight Time) on July 30, 2018; or

Ø	By Phone – You may call toll free 1-800-652-VOTE (8683) within the USA, U.S. territories and Canada on a touch tone telephone and follow the instructions provided by the recorded message to vote your shares by phone prior to 11:59 p.m. (Eastern Daylight Time) on July 30, 2018.

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•	election of the nominees named in this proxy statement as directors;

•	advisory approval of executive compensation;

•	approval of the removal of common stock issuance restrictions of the Company upon the exercise of warrants; and

•	approval and ratification of the Company’s independent auditors.

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•	View our proxy materials for the Annual Meeting on the Internet; and

•	Instruct us to send our future proxy materials to you electronically by e-mail.

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•	directors will resign from our Board effective at the Annual Meeting following their 75th birthday, unless two-thirds of the members of our Board (with no independent director dissenting) determine otherwise;

•	any non-executive director who has served on our Board for ten consecutive calendar years or more shall be subject to at least an annual review by the Corporate Governance and Nominating Committee of our Board to consider such director’s continued level of independence from management and contribution to our Board;

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•	employee directors will resign from our Board when they retire, resign or otherwise cease to be employed by the Company;

•	a non-employee director who retires or changes his or her principal job responsibilities will offer to resign from our Board and the Corporate Governance and Nominating Committee of our Board will assess the situation and recommend to the full Board whether to accept the resignation; and

•	a director who joins or resigns from the board of directors of another public company, or otherwise changes roles or committees on such board of directors, is not required to offer to resign from our Board, but any such director must notify and consult with our General Counsel prior to joining another public company’s board of directors or audit committee.

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•	The nominee’s name, age and business and residence addresses;

•	The nominee’s principal occupation or employment;

•	The class and number of our shares, if any, owned by the nominee;

•	The name and address of the stockholder as they appear on our books;

•	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;

•	A representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the candidate specified in the notice;

•	A description of all arrangements or understandings between the stockholder and the nominee; and

•	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, including the specific experience, qualifications, attributes or skills that led the stockholder to believe that the person should serve as a director.

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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 stockholder, a statement regarding the nature of the person’s interest in the Company; and

•	The address, telephone number and e-mail address, if any, of the person submitting the communication.

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•	approves the compensation of the Chief Executive Officer and all other executive officers;

•	evaluates the performance of the Company, Chief Executive Officer and all other executive officers against approved performance goals and other objectives and reports its findings to our Board;

•	reviews and approves changes in certain employee benefits and incentive compensation plans which affect executive officer compensation;

•	reviews and makes recommendations with respect to changes in equity-based plans and director compensation; and

•	prepares a report to be included in the Company’s annual proxy statement.

•	identifying individuals qualified to become members of our Board consistent with criteria approved by our Board;

•	recommending to our Board the director nominees to fill vacancies and to stand for election at the next Annual Meeting;

•	developing and recommending to our Board the corporate governance guidelines to be applicable to the Company;

•	recommending committee assignments and chairperson designations for directors to our Board;

•	recommending to the Board the size and structure of the Board and each committee;

•	overseeing the evaluation process by which our Board or any committee thereof reviews our Board’s, any committee’s or management’s performance; and

•	overseeing the succession plan process for each of the Company’s senior executive officers, our Board and the Chairman of our Board.

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(1)

Stephen A. King , a director and executive officer of Caledonia, has previously been designated by Caledonia for election to our Board pursuant to a Master Agreement dated December 12, 1996 among the Company, a predecessor in interest to Caledonia and certain other persons in connection with our acquisition of 49% and other substantial interests in Bristow Aviation. The Master Agreement provides that so long as Caledonia 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, Caledonia will have the right to designate two persons for nomination to our Board and to replace any directors so nominated. According to its most recent Form 13F filed with the SEC on April 12, 2018, Caledonia was no longer the direct beneficial owner of any shares of our common stock as of March 31, 2018. Caledonia owns 46% of Bristow Aviation’s outstanding ordinary shares. Accordingly, Caledonia no longer has the right to designate directors pursuant to this agreement. Mr. King has been nominated for election to our Board to be voted on at the Annual Meeting.

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(1)	Percentage of the 35,526,625 shares of common stock of the Company outstanding as of March 31, 2018.

(2)

According to a Schedule 13G/A filed on February 13, 2018 with the Securities and Exchange Commission, Ariel Investments, LLC (“Ariel”), in its capacity as an investment advisor, may be deemed to beneficially own all of such shares. Ariel has sole voting power with respect to 9,858,205 of such shares and sole dispositive power with respect to all of such shares. The Schedule 13G/A states that Ariel’s adviser clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, all of such shares. It further states that Ariel Fund and Ariel Appreciation Fund, each a series of Ariel Investment Trust, an open-end management investment company, have an economic interest in more than 5% of the subject securities in the Schedule 13G/A.

(3)

According to a Schedule 13G/A filed on January 19, 2018 with the Securities and Exchange Commission, BlackRock, Inc. has sole voting power with respect to 4,051,128 of such shares and sole dispositive power with respect to all of such shares. The Schedule 13G/A states that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of common stock, and no one person’s interest in such shares of common stock is more than 5% of the total outstanding shares of common stock of the Company.

(4)

According to a Schedule 13G/A filed on January 24, 2018 with the Securities and Exchange Commission, each of Coltrane Asset Management, L.P. (“CAM”), Coltrane Asset Management Holdings, Ltd. (“CAMH”), Coltrane Master Fund, L.P. (“CMF”), Coltrane GP, LLC (“CGP”) and Mandeep Manku has sole voting and dispositive power with respect to all of such shares. The Schedule 13G/A states that CAM serves as investment manager to CMF and as such, CAM has been granted investment discretion over portfolio investments, including the shares of common stock of the Company, held for the account of CMF. CGP is the general partner of CMF. CAMH is the general partner of CAM. Mandeep Manku is the sole member of CGP and the sole shareholder of CAMH.

(5)

According to a Schedule 13G/A filed on February 12, 2018 with the Securities and Exchange Commission, Senvest Management, LLC (“Senvest”) has shared voting power and shared dispositive power with respect of all of such shares, including 959,232 shares of common stock of the Company issuable upon conversion of bonds. The Schedule 13G/A states that the shares are held in the account of Senvest Master Fund, LP (the “Investment Vehicle”) and Senvest serves as investment manager of the Investment Vehicle. Richard Mashaal is the managing member of Senvest and may be deemed to have voting and dispositive powers over the securities held by the Investment Vehicle. Senvest may be deemed to beneficially own the securities held by the Investment Vehicle by virtue of its position as investment manager of the Investment Vehicle, and Mr. Mashaal may be deemed to beneficially own the securities held by the Investment Vehicle by virtue of Mr. Mashaal’s status as the managing member of Senvest. The Schedule 13G/A states that the Investment Vehicle has the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, more than 5% of the total outstanding shares of common stock of the Company.

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(6)

According to a Schedule 13G/A filed on February 9, 2018 with the Securities and Exchange Commission, Dimensional Fund Advisors LP (“DFA”) has sole voting power with respect to 2,113,792 of such shares and sole dispositive power with respect to all of such shares. The Schedule 13G/A states that DFA, an investment adviser 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 or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of DFA may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, DFA or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Company that are owned by the Funds, and may be deemed to be the beneficial owner of the shares 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. The Schedule 13G/A states that the Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities held in their respective accounts and that, to the knowledge of Dimensional, the interest of any such Fund does not exceed 5% of the class of securities.

(7)

According to a Schedule 13G/A filed on February 13, 2018 with the Securities and Exchange Commission, Morgan Stanley has shared voting power with respect to 2,173,236 of such shares and shared dispositive power with respect to 2,164,813 of such shares. The Schedule 13G/A states that such filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the “MS Reporting Unites”) of Morgan Stanley and its subsidiaries and affiliates (collectively, “MS”) and that such filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998).

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*	Less than 1%.

(1)	The business address of each director and executive officer is 2103 City West Blvd., 4th Floor, Houston, Texas 77042.

(2)	Excludes unvested restricted stock over which the holders do not have voting or dispositive powers.

(3)	Percentages of our common stock outstanding as of June 7, 2018, adjusted for each Named Executive Officer, executive officer and director to include such Named Executive Officer’s, executive officer’s and director’s total shares beneficially owned as of such date.

(4)	All of Mr. Akiri’s options will expire on August 8, 2018 in accordance with the terms of the Akiri Separation Agreement (as defined herein).

(5)	Mr. Banister was appointed to our Board effective as of October 1, 2017.

(6)	All of Mr. Earle’s options will expire on August 8, 2018 in accordance with the terms of the Earle Separation Agreement (as defined herein).

(7)	Includes 17,950 shares over which Mr. Godden shares investing and voting control with his wife.

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(1)	Mr. Corbett was promoted to Vice President, Europe, Africa, Middle East, Asia (EAMEA) as of June 8, 2017 and further promoted to Senior Vice President, Europe, Africa, Middle East, Asia (EAMEA) effective June 1, 2018.

(2)	Mr. Phillips was promoted to Vice President, Americas as of June 8, 2017 and further promoted to Senior Vice President, Americas effective June 1, 2018.

(3)	Messrs. Akiri and Earle departed the Company as executive officers on June 8, 2017 but provided transition support services through July 8, 2017.

•	Executive Summary;

•	About Our Executive Compensation Program – Our Compensation Philosophy and Peer Groups;

•	How Compensation Is Delivered; and

•	Executive Compensation Program Governance.

•	Base salaries for all of our NEOs remained frozen for each of fiscal year 2016, fiscal year 2017 and fiscal year 2018, except in extraordinary circumstances such as promotions or changes in job responsibilities where market data supported such a change.

•	Based on our performance relative to previously established strategic, financial and operational goals, our Compensation Committee chose to fund 140.5% of the overall targeted amount of annual incentive cash awards for fiscal year 2018.

•	Long-term performance cash awards for the performance period ended March 31, 2018 were paid out at 100% of target based upon median total shareholder return (TSR) performance relative to the companies in the Simmons Offshore Transportation Services Group.

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On June 12, 2017, our Compensation Committee approved a redesign of the Company’s executive compensation program that was intended to align the program more closely with the Company’s business strategy while at the same time addressing current best market practices and specific concerns raised by stockholders. As part of our outreach efforts, the Chairman of the Compensation Committee and management met with our largest shareholders to discuss concerns that included share dilution, financial metric selection and certain performance cash measurement and payment practices. Following is a description, including rationale, for the changes to the executive compensation program:

▪	Replaced our prior bespoke Bristow Value Added (“BVA”) performance metric with Return on Invested Capital (“ROIC”), a more widely recognized financial return measure, in response to stockholder concerns about the use of BVA; and

▪	Increased weighting on individual STRIVE performance component to 50% to enhance focus on our STRIVE strategy (as more specifically described beginning on page 26 of this proxy statement) and to align awards with achievement against key strategic business objectives that are crucial to our long-term success.

▪	Increased performance cash to 50% of total LTI compensation mix to emphasize performance-based compensation and reduce stockholder dilution from equity-based awards granted at lower stock prices;

▪	Added an absolute TSR cap and floor to our performance cash awards to enhance alignment of performance cash payouts with absolute returns experienced by our stockholders; and

▪	Added a multi-year earnings per share (EPS) performance goal to our performance cash awards in response to stockholder concerns about using relative TSR as our sole long-term performance measure and to enhance alignment of performance cash payouts with long-term financial performance over which management has more direct control.

▪	Adopted a clawback policy that applies to all cash and equity compensation for our officers to better align with generally accepted best practices for executive compensation governance.

▪	Added double-trigger vesting to our long-term incentive awards in the context of a change-in-control,

▪	Reduced cash severance for termination not in connection with a change-in-control, and

▪	Eliminated accelerated vesting of long-term incentive awards for termination not in connection with a change-in-control.

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(1)	Includes the following members of the Simmons Offshore Transportation Services Group as of July 1, 2014: Bourbon S.A., CHC Group Ltd., DOF ASA, Era Group Inc., Farstad Shipping ASA, Gulfmark Offshore, Inc., Hornbeck Offshore Services, Inc., Kirby Corporation, SEACOR Holdings Inc., Solstad Offshore ASA and Tidewater Inc.

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(1)

Realizable value as of March 31, 2018 was equal to the sum of (i) the face value of all restricted shares granted over the period as of March 31, 2018, (ii) plus the in-the-money value of all stock options granted over the period as of March 31, 2018 (which was equal to $0), (iii) plus the value of performance cash earned for the performance period ended on March 31, 2018 reflecting 50th percentile TSR performance as compared to the companies in the Simmons Group, plus (iv) the target cash award value for the fiscal year 2016, fiscal year 2017 and fiscal year 2018 performance cash awards, for which the performance periods have not yet been completed.

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•	Sustain Target Zero Safety Culture

◦	Goals:

▪	Maintaining safety as the Company’s first priority, while improving safety performance with zero fatalities.

▪	Conducting an Organizational Safety Effectiveness Survey (the “OSES”) and preparing a targeted action plan to address the results of the OSES.

◦	Accomplishments:

▪	We experienced no fatalities and no Class A or Class B air accidents during fiscal year 2018 and two fewer recordable injuries as compared to fiscal year 2017.

▪	The results of the OSES have been reviewed and communicated to our leadership and all employees, action groups have been formed and local action plans are being developed for implementation during fiscal year 2019.

•	Train and Develop Our People

◦	Goal: Developing a single global training standard across flight operations and maintenance.

◦	Accomplishments:

▪	We appointed two global training directors and new maintenance standards directors, and global training is in progress with instructors upholding consistent standards throughout the new training structure.

▪	We drafted a global maintenance, repair and overhaul organization design and schedule that will include consistent standards for procedures and measurement for maintenance events.

•	Renew Commercial Strategy and Operational Excellence

◦	Goals:

▪	Achieving cost efficiencies, including reduced corporate G&A expenses to approximately 12% of revenue, while also implementing lean processes and improving productivity.

▪	Achieving revenue growth through contract wins in our primary geographic hubs with a focus on delivering greater efficiencies to our core oil and gas clients.

◦	Accomplishments:

▪	On a run-rate basis, our corporate G&A expenses were approximately 12% of revenues for fiscal year 2018.

▪	Our operating revenue and adjusted EBITDA for fiscal year 2018 exceeded last year’s by 3.2% and 48.3%, respectively.

▪	We formed an integrated process and approach to bids emphasizing coordination and new tracking tools.

▪	We won a significant majority of our bids submitted since July 2017 with a total contract value of successful bids of over $500 million.

▪	Improve Balance Sheet and Return on Capital

◦	Goals:

▪	Improving capital structure.

▪	Pursuing original equipment manufacturers (OEM) capital expenditure reduction to improve liquidity and reduce debt.

◦	Accomplishments:

▪	We repaid in full and terminated each of our senior secured credit agreements and entered into a new secured equipment financing with PK AirFinance S.à r.l., issued 4.50% Convertible Senior Notes due 2023 and issued 8.75% Senior Secured Notes due 2023 that resulted in aggregate proceeds of $723.8 million funded during fiscal year 2018 and liquidity on March 31, 2018 of $380.2 million.

▪	We worked with OEMs to defer approximately $190.0 million of capital expenditures relating to fiscal years 2018 through 2020 into 2020 and beyond.

▪	Value Added Acquisitions and Divestitures

◦	Goal: Utilizing portfolio and fleet optimization.

◦	Accomplishments:

▪	Consistent with our ongoing process to rationalize and simplify our business and global aircraft fleet, we sold 11 aircraft for proceeds of $48.3 million during fiscal year 2018.

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▪	On November 1, 2017, we sold our 100% interest in Bristow Academy for a minimum sales price of $1.5 million with potential additional consideration based on Bristow Academy’s financial performance.

▪	Execute on Bristow Transformation

◦	Goals:

▪	Achieving cost efficiency by optimizing our operations around two primary geographical hubs in key areas of our business, Europe and the Americas.

▪	Pursuing OEM cost recoveries to improve liquidity.

◦	Accomplishments:

▪	As a result of our hub structure, we reduced turnaround times for the majority of the 1,200 hour inspections of a certain aircraft model type in our fleet and implemented corrosion programs that provided additional cost savings.

▪	We achieved $136.0 million in cost recoveries from OEMs related to ongoing aircraft issues, of which $125.0 million was recovered in fiscal year 2018 and $11.0 million was recovered in May 2018.

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(1)

In recognition of an increase in responsibilities resulting from corporate organizational restructuring, (i) Mr. Corbett was promoted to Vice President, Europe, Africa, Middle East, Asia (EAMEA) as of June 8, 2017, at which time his base salary was increased in connection with his promotion from $238,537 to $308,695, and (ii) Mr. Phillips was promoted to Vice President, Americas as of June 8, 2017, at which time his base salary was increased in connection with his promotion from $285,000 to $310,000.

(2)	Mr. Corbett was promoted to Senior Vice President, Europe, Africa, Middle East, Asia (EAMEA) effective June 1, 2018, at which time his base salary was increased in connection with his promotion from $308,695 to $390,000.

(3)	Mr. Phillips was promoted to Senior Vice President, Americas effective June 1, 2018, at which time his base salary was increased in connection with his promotion from $310,000 to $390,000.

(4)	Messrs. Akiri and Earle departed the Company on June 8, 2017 but provided transition support services through July 8, 2017.

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•	Safety Performance (25%) – Safety continues to be the first priority of our STRIVE strategy and the cornerstone of our “Target Zero” culture. For fiscal year 2018, our safety KPI levels for our executive officers and actual results were as follows:

•	Financial Performance (25%) – We believe that ROIC (as defined below) is an accessible and understandable measure for stockholders while at the same time properly incentivizing and focusing management on profit and loss efficiency and capital productivity.

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•	Individual STRIVE Performance (50%) – For fiscal year 2018, the individual target performance score for each of our NEOs was 0.50.

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(1)	For Messrs. Corbett and Phillips fiscal year 2018 base salary includes the lower base salary from page 33 of this proxy statement that was applicable between April 1, 2017 and June 7, 2017 and the higher base salary from page 33 of this proxy statement that was applicable between June 8, 2017 and March 31, 2018.

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(1)	Under the terms of his employment agreement, Mr. Baliff is entitled to the compensation described under “Employment and Severance Agreements” below.

(2)

For stock awards and performance cash awards based on TSR (or portions thereof), the amount shown is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Grants of performance cash awards received in fiscal years 2016, 2017 and 2018 cliff vest at the end of three years if certain performance goals are met. We have included the grant date fair value of these TSR-based performance cash awards in the Stock Awards column since these awards are within scope of FASB ASC 718; the portion of performance cash awards that relate to EPS performance are reported in the Non-Equity Incentive Plan Compensation column when earned. For awards of options (including awards that subsequently have been transferred), the amount shown is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For additional information, see Note 9 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2018. These amounts may not correspond to the actual value that will be recognized by the executive. In the case of Mr. Akiri, his unvested stock options and unvested restricted stock unit grants awarded in June 2015 and June 2016 fully vested on August 8, 2017. In accordance with the

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(3)

Annual cash performance awards approved by the Compensation Committee at its June meeting each year for fiscal years 2016, 2017 and 2018 under the annual incentive cash compensation plan for such years. Messrs. Akiri and Earle received annual cash performance awards for fiscal year 2017 which became fully vested and earned at the actual performance level, annual cash performance awards for fiscal year 2018 which became fully vested and earned at the target performance level and a prorated portion of target bonus covering the period from April 1, 2017 to June 8, 2017, in each case in accordance with the 2014 Severance Policy. The portion of performance cash awards based on EPS performance will be included in this column if and when earned.

(4)	Our NEOs do not participate in any defined benefit or pension plan through the Company and did not receive any above-market or preferential earnings on nonqualified deferred compensation during fiscal years 2016, 2017 and 2018.

(5)	Includes for fiscal year 2018:

(a)	Mr. Corbett participates in a defined contribution scheme in which the Company made contributions in the amount of £28,458 during fiscal year 2018.

(b)	Our NEOs are eligible to participate in the Bristow Uplift Matching Gifts Program under which the Company will match up to $2,500 (or the non-U.S. currency equivalent) of contributions to non-profit organizations by each NEO per fiscal year.

(c)

Messrs. Akiri’s and Earle’s severances were valued based on the terms of the 2014 Severance Policy in effect at the time of their respective departures from the Company on June 8, 2017. The “Potential Payments upon Termination or Change-in-Control” section of this proxy statement contains additional information about the severances provided by the Company to its Named Executive Officers. The severance amounts include one year annual base salary as follows: Mr. Akiri, $425,000 and Mr. Earle, $425,000; one year annual target bonus as follows: Mr. Akiri, $276,250 and Mr. Earle, $276,250; fiscal year 2018 prorated target bonus as follows: Mr. Akiri, $51,466 and Mr. Earle, $51,466; unused paid time off as follows: Mr. Akiri, $30,925 and Mr. Earle, $28,481; transitional support services as follows: Mr. Akiri, $35,417 and Mr. Earle, $35,417; and relocation benefits under the Company’s U.S. Relocation Policy as follows: Mr. Akiri, $42,000.

(6)	Mr. Corbett was not a NEO prior to fiscal year 2018 and, therefore, his compensation is not disclosed for any prior fiscal years. He was promoted to Senior Vice President, Europe, Africa, Middle East, Asia (EAMEA) effective June 1, 2018.

(7)	Mr. Phillips was not a NEO prior to fiscal year 2018 and, therefore, his compensation is not disclosed for any prior fiscal years. He was promoted to Senior Vice President, Americas effective June 1, 2018.

(8)	Mr. Allman was not a NEO prior to fiscal year 2017 and, therefore, his compensation is not disclosed for fiscal year 2016.

(9)	Mr. Akiri departed the Company on June 8, 2017 but provided transition support services through July 8, 2017.

(10)	Mr. Earle departed the Company on June 8, 2017 but provided transition support services through July 8, 2017.

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(1)	These amounts represent the grant date fair value of stock options and restricted stock units granted to each NEO during fiscal year 2018 as computed in accordance with FASB ASC Topic 718. For the relevant assumptions used to determine the valuation of our awards, see Note 9 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2018.

(2)	Performance cash awards that vest at the end of three years depending on the Company’s performance as measured by TSR compared to the companies within the Simmons Group.

(3)	Restricted stock units that cliff vest on June 7, 2019.

(4)	Options that vest ratably in equal increments on June 7, 2017, 2018 and 2019.

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(5)

Annual Incentive Compensation awards that were paid to each NEO (other than Messrs. Akiri and Earle) in cash in June 2018 based on key performance indicators for the fiscal year 2018. Messrs. Akiri and Earle received annual cash performance awards for fiscal year 2018 which became fully vested and earned at the target performance level and a prorated portion of target bonus covering the period from April 1, 2017 to June 8, 2017, in each case in accordance with the 2014 Severance Policy.

(6)

Mr. Akiri’s unvested stock options and unvested restricted stock unit grants awarded in June 2015 and June 2016 fully vested on August 8, 2017. The expiration date of each of his vested options accelerated to August 8, 2018 pursuant to the terms of the Akiri Separation Agreement. In accordance with the 2014 Severance Policy, Mr. Akiri’s performance cash awards granted in June 2015 and June 2016 became fully vested and earned at the target performance level, and were paid to Mr. Akiri on August 8, 2017.

(7)

Mr. Earle’s unvested stock options and unvested restricted stock unit grants awarded in June 2015 and June 2016 fully vested on July 25, 2017. The expiration date of each of his vested options accelerated to August 8, 2018 pursuant to the terms of the Earle Separation Agreement. In accordance with the 2014 Severance Policy, Mr. Earle’s performance cash awards granted in June 2015 and June 2016 became fully vested and earned at the target performance level, and were paid to Mr. Earle on July 25, 2017.

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(1)	Options vest and become exercisable in three equal annual installments after the date of grant.

(2)

Performance cash awards vest in full three years from the date of grant. This amount represents the total of all outstanding unvested performance cash awards from fiscal year 2017 and fiscal year 2018 assuming a payout at the “target” level. Following March 31, 2018, performance cash awards from fiscal year 2016 for all NEOs, except for Messrs. Akiri and Earle (who were not employed by the Company at the time that the award vested), vested at 100% of the target level in the following amounts based on the Company’s TSR over the three year period ended March 31, 2018: Mr. Baliff - $1,233,333; Mr. Miller - $400,000; Mr. Phillips - $67,856; Mr. Corbett - $68,723; Mr. Allman - $110,000.

(3)

Pursuant to the terms of the Akiri Separation Agreement, Mr. Akiri’s performance cash awards granted in June 2015 and June 2016 became fully vested and earned at the target performance level, and were paid to Mr. Akiri on August 8, 2017. The expiration date of each of his vested options accelerated to August 8, 2018 pursuant to the terms of the Akiri Separation Agreement. Mr. Akiri’s unvested stock options and unvested restricted stock unit grants awarded in June 2015 and June 2016 fully vested on August 8, 2017.

(4)

Pursuant to the terms of the Earle Separation Agreement, Mr. Earle’s performance cash awards granted in June 2015 and June 2016 became fully vested and earned at the target performance level, and were paid to Mr. Earle on July 25, 2017. The expiration date of each of his vested options accelerated to August 8, 2018 pursuant to the terms of the Earle Separation Agreement. Mr. Earle’s unvested stock options and unvested restricted stock unit grants awarded in June 2015 and June 2016 fully vested on July 25, 2017.

(1)	Pursuant to the terms of the Akiri Separation Agreement, all of Mr. Akiri’s unvested stock options and unvested restricted stock unit grants awarded in June 2015 and June 2016 fully vested on August 8, 2017. The expiration date of his vested options will not expire until August 8, 2018 pursuant to the terms of the Akiri Separation Agreement.

(2)	Pursuant to the terms of the Earle Separation Agreement, all of Mr. Earle’s unvested stock options and unvested restricted stock unit grants awarded in June 2015 and June 2016 fully vested on July 25, 2017. The expiration date of his vested options will not expire until August 8, 2018 pursuant to the terms of the Earle Separation Agreement.

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(1)	Registrant contributions in last fiscal year are included in all other compensation in the Summary Compensation Table.

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(1)

Except for Messrs. Akiri and Earle, assumes the salary in effect on April 1, 2018. A lump sum cash payment of $752,716 was paid to Mr. Akiri and a lump sum cash payment of $752,716 was paid to Mr. Earle as severance pay equal to twelve months salary, their target bonus for fiscal year 2018 and a pro-rated portion of their target bonus covering the period from April 1, 2017 to June 8, 2017, which was their respective departure date from the Company.

(2)

Except for Messrs. Akiri and Earle, assumes the target bonus percentage in effect on April 1, 2018. In addition to the amount set forth above, each officer will also be eligible for a prorated target bonus equal to the target bonus opportunity for the year in which the officer’s termination of employment occurs multiplied by a fraction, the numerator of which is the number of days the officer was employed during the fiscal year in which the officer’s termination of employment occurs and the denominator of which is 365. A lump sum cash payment of $752,716 was paid to Mr. Akiri and a lump sum cash payment of $752,716 was paid to Mr. Earle as severance pay equal to twelve months salary, their target bonus for fiscal year 2018 and a pro-rated portion of their target bonus covering the period from April 1, 2017 to their respective departure dates. Messrs. Akiri and Earle also received cash payments for their annual bonus for the fiscal year ended March 31, 2017, in accordance with the Company’s annual incentive compensation plan and based on actual performance results, in the amount of $94,542 (Mr. Akiri) and $80,992 (Mr. Earle). Messrs. Akiri and Earle also received cash payments for unused paid time off totaling $30,925 (Mr. Akiri) and $28,481 (Mr. Earle).

(3)

Assumes that the triggering event took place on March 30, 2018, the last business day of fiscal year 2018, and a price per share of $13.00, the closing market price of our common stock as of March 29, 2018, the final trading day of fiscal year 2018. For Messrs. Akiri and Earle, the amount shown is based on the closing market price as of June 8, 2017 of $7.16 per share, which was their respective departure date from the Company.

(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. Mr. Akiri did not elect COBRA insurance coverage for up to 18 months starting on July 1, 2017. The amount for Mr. Earle includes $38,975 as estimated reimbursement to Mr. Earle and his beneficiaries for COBRA insurance coverage for up to 18 months starting on July 1, 2017. The Company is also responsible for providing outplacement services to Messrs. Akiri and Earle for up to 12 months following their departure date at a cost yet to be determined which is not included in the amount shown.

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(1)	Salary multiple calculated using base salary as of April 1, 2018.

(2)

Each officer’s highest annual bonus multiple calculated using the highest annual bonus paid to such officer in the three years preceding April 1, 2018. In addition to the amount set forth above, each officer will also be eligible for a prorated target bonus equal to the target bonus opportunity for the year in which the officer’s termination of employment occurs multiplied by a fraction, the numerator of which is the number of days the officer was employed during the fiscal year in which the officer’s termination of employment occurs and the denominator of which is 365.

(3)	Assumes that the triggering event took place on March 31, 2018, the last business day of fiscal year 2018, and a price per share of $13.00, the closing market price of our common stock as of March 29, 2018, the final trading day of fiscal year 2018.

(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.

(5)

The positions held by Messrs. Corbett, Phillips and Allman as of March 31, 2018 did not entitle them to any change in control benefits under the Change in Control provisions in our Severance Policy. Effective June 1, 2018, Messrs. Corbett and Phillips were promoted to Senior Vice President, entitling them to change in control benefits under the Change in Control provisions in our Severance Policy.

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(1)

The amounts in this column represent the fair value of restricted stock unit awards computed in accordance with FASB ASC Topic 718. For additional information, see Note 9 to our consolidated financial statements in our Annual Report on Form 10-K for fiscal year 2018. Each non-employee director is provided the opportunity each year to receive a restricted stock award equal in value to $125,000 at the time of grant and is required to make a binding election at such time to either (i) receive 35% of his or her award in the form of restricted cash ($43,750) and the remaining 65% of such award ($81,250) in the form of restricted stock units or (ii) receive 100% of his or her award ($125,000) in the form of restricted stock units. Each such restricted cash and restricted stock unit award vests six months from the date of grant. For fiscal year 2018, each of Ms. Gobillot and Messrs. Amonett, Gompert and Stover elected to receive 35% of the award ($43,750) in restricted cash and 65% of the award ($81,250) in restricted stock units whereas each of Messrs. Godden, Higgins, King, Knudson, Masters and Porter elected to receive 100% of the award ($125,000) in restricted stock units.

(2)	Our directors are eligible to participate in the Bristow Uplift Matching Gifts Program under which the Company will match up to $2,500 (or the non-U.S. currency equivalent) of contributions to non-profit organizations by each director per fiscal year. Each of Mr. Knudson and Ms. Gobillot directed matching gifts of $2,500 to non-profit organizations during fiscal year 2018.

(3)	Mr. Banister was appointed to our Board on October 1, 2017 and has only received fees in fiscal year 2018 for his months of service since that date. He did not receive a sign-on stock award, but he will be eligible to receive the scheduled director stock award in August 2019.

(4)	Each of Messrs. Gompert and Stover elected not to stand for reelection to our Board and officially departed our Board on March 1, 2018.

(5)	Pursuant to agreements with Caledonia Investments plc, as employer, Messrs. King and Masters assign any compensation received from the Company, including restricted stock units awarded under the Company’s stock plans, to Caledonia. Messrs. King and Masters disclaim beneficial ownership of any such units or resulting shares.

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(1)

This portion of the Annual Chairman of the Board Fee was paid on a prorated basis for the relevant portion of fiscal year 2018. For fiscal year 2018, the Chairman of our Board was only eligible to receive $125,000 in restricted cash and equity compensation together with the prorated amounts payable in cash for the Annual Chairman of the Board Fee and forewent any other annual director fee or committee chairman fee that would otherwise have applied.

(2)	This portion of the Annual Chairman of the Board Fee was paid on a prorated basis for the relevant portion of fiscal year 2018. Effective October 1, 2017, our Board approved a 10% reduction of the Annual Chairman of the Board Fee. Our Board subsequently approved an increase of the Annual Chairman of the Board Fee to the prior amount of $250,000 that will be effective on July 31, 2018.

(3)	This portion of the Annual Director Fee was paid on a prorated basis for the relevant portion of fiscal year 2018.

(4)

This portion of the Annual Director Fee was paid on a prorated basis for the relevant portion of fiscal year 2018. Effective October 1, 2017, our Board approved a 10% pay reduction of the Annual Director Fee. This reduction does not affect the Committee Chairmen Annual Fees. Our Board subsequently approved an increase of the Annual Director Fee to the prior amount of $90,000 that will be effective on July 31, 2018.

(5)

At the Annual Meeting of Stockholders to be held on July 31, 2018, each non-employee director is eligible to be granted a number of restricted stock units with a value of $150,000 based on the closing price on the date of such Annual Meeting (the date of grant) and is required to make a binding election at such time to either (i) receive 35% of his or her award in the form of restricted cash and the remaining 65% of such award in the form of restricted stock units or (ii) receive 100% of his or her award in the form of restricted stock units. Each such restricted cash and restricted stock unit award vests six months from the date of grant.

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(1)	The securities remaining available for issuance may be issued in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, performance units and performance shares.

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•	reviewed and discussed the audited financial statements and matters related to Section 404 of the Sarbanes-Oxley Act of 2002 with management and the independent auditor;

•	discussed with the Company’s independent registered public accounting firm, KPMG LLP, the matters required to be discussed by Auditing Standard No. 1301, as adopted by the Public Company Accounting Oversight Board;

•	received the written disclosures and the letter from KPMG LLP as required by the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with KPMG LLP their firm’s independence; and

•	considered whether the provision of services by KPMG LLP not related to the audit of the Company’s consolidated financial statements is compatible with maintaining the independence of KPMG LLP.

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•	Thomas N. Amonett

•	Jonathan E. Baliff

•	Gaurdie E. Banister, Jr.

•	Lori A. Gobillot

•	Ian A. Godden

•	A. William Higgins

•	Stephen A. King

•	Thomas C. Knudson

•	Biggs C. Porter

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