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OMB APPROVAL |
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OMB Number:
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3235-0059 |
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Expires:
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February 28, 2006 |
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12.75 |
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 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box: |
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o 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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þ Definitive Proxy Statement |
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o Definitive Additional Materials |
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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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þ No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11. |
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1) Title of each class of securities to which transaction applies: |
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2) Aggregate number of securities to which transaction applies: |
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials. |
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o 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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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
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SEC 1913 (02-02) |
Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid
OMB control number. |
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 Houston Marriot
Westchase Hotel, Houston, Texas on August 3, 2006, at
10:00 a.m. for the following purposes:
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1. To elect directors to serve until the next Annual
Meeting of the Stockholders and until their successors are
chosen and have qualified; |
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2. 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,
2007; and |
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3. To transact such other business as may properly come
before the meeting and any postponements or adjournments thereof. |
The Board of Directors has fixed the close of business on
June 26, 2006, 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.
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By Order of the Board of Directors |
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Randall A. Stafford |
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Vice President and General Counsel, |
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Corporate Secretary |
Houston, Texas
July 7, 2006
TABLE OF CONTENTS
I. GENERAL INFORMATION
Why did I receive this Proxy Statement?
The 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 3, 2006, 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 7, 2006. 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 directors; and |
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approval and ratification of the Companys independent
auditors. |
Who is the new director proposed for election at this
years Annual Meeting?
Mr. Charles F. Bolden, Jr. is being proposed by the
Board for the first time for election by the stockholders as
director. Mr. Bolden has been nominated by the Board to
succeed Mr. Kenneth M. Jones as a director of the Company.
Messrs. Jones and Jungels are expected to resign as
director effective August 3, 2006.
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 26, 2006
(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 23,404,476 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, 2007 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
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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.
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.
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 2007 Annual Meeting?
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
March 9, 2007. 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 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 also 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
The Board has adopted Corporate Governance Guidelines that
govern the structure and functioning of the Board and set out
the Board 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
the 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. The Board
determines independence on the basis of the standards specified
by the New York Stock Exchange (the NYSE) and other
facts and circumstances the Board considers relevant.
To assist it in determining the independence of our directors,
the Board has adopted certain categorical standards, a copy of
which is attached hereto as Appendix A. Our categorical
standards are consistent with the standards set forth in the
NYSE listing standards.
The Board has reviewed business 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. Knudson, Cannon, Amonett, Flick, Tamblyn, Waldrup
are independent and that, if elected, Mr. Bolden would be
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 the Board effective at the Annual
Meeting of Stockholders following their seventy-second birthday,
unless two-thirds of the members of the Board (with no
independent director dissenting) determine otherwise; |
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employee directors will resign from the 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 the
Board. The Corporate Governance and Nominating Committee of the
Board will assess the situation and recommend to the full Board
whether to accept the resignation. |
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-Chairman of one of the committees of the Board of Directors
required to be composed
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solely of independent directors, in the following order: Audit,
Compensation, and Corporate 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 the 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
The 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 Corporate Governance Committee will review any issues under
the Code involving an executive officer or director and will
report its findings to the full Board. The 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 on our website.
Director Selection
The Board has adopted criteria for the selection of directors
that describe the qualifications the Corporate Governance and
Nominating Committee looks for in director candidates. The
current criteria are included in the Corporate Governance
Guidelines which are posted on our website.
The Corporate 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
Corporate Governance and Nominating Committee to consider
director candidates recommended by its employees, directors,
stockholders, and others, including search firms.
After careful consideration of a number of director candidates
identified by members of the Board, the Corporate Governance and
Nominating Committee recommended, and the full Board agreed,
that Mr. Charles Bolden, be nominated by the board to stand
for election by the stockholders to fill the seat vacated by the
resignation of Mr. Pierre Jungels. Mr. Bolden was
identified by Mr. Knudson, a long-term acquaintance of
Mr. Bolden, as a potential nominee to the Board based on
his prior military service and service on another board of
directors. The Corporate Governance and Nominating Committee
recommends Mr. Bolden for election by the stockholders to
the Board of Directors.
The Corporate 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 Corporate 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.
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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 Corporate
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 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. |
We did not receive any nominations for director from
stockholders for our 2006 Annual Meeting.
Director Compensation
During the fiscal year ended March 31, 2006, each
non-employee member of the Board of Directors (other than
Mr. Jones, whose compensation is discussed below) received
$7,500 per quarter and $1,500 for each meeting attended,
including committee meetings. The Audit Committee chairman
received $5,000 for each committee meeting chaired. Each other
committee chairman (other than Mr. Jones) received $2,500
(in lieu of the $1,500 per meeting fee) for each committee
meeting chaired. In addition, pursuant to the 2003 Nonqualified
Stock Option Plan for Non-employee Directors (the 2003
Plan), on February 6, 2006 each Non-employee Director
(as defined in the plan) received options to
purchase 5,000 shares of the Companys common
stock, at an exercise price equal to its then fair market value.
For fiscal year 2007, the Board of Directors has approved a 10%
increase in cash compensation paid to Directors. As a result,
each non-employee member of the Board of Directors will receive
$8,250 per quarter and $1,650 for each meeting attended,
including committee meetings. The Audit Committee Chairman will
receive $5,500 for each committee meeting chaired. Each other
committee chairman will receive $2,750 (in lieu of the
$1,650 per meeting fee) for each committee meeting chaired.
The 2003 Plan provides for the granting to directors who are not
employees of the Company (the Non-employee
Directors) of nonqualified options to purchase Common
Stock. The 2003 Plan is administered by the Compensation
Committee of the Board of Directors. A total of
250,00 shares of Common Stock have been reserved for
issuance upon the exercise of options under the 2003 Plan,
subject to adjustment in the event of stock splits, stock
dividends and similar changes in the Companys capital
stock.
As of the date of the Companys Annual Meeting of
Stockholders in each year that the 2003 Plan is in effect
beginning with the Annual Meeting held on September 15,
2003, each Non-employee Director who is elected or re-elected,
or otherwise continues as a director of the Company following
such Annual Meeting, will
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be granted an award to purchase 5,000 shares of Common
Stock. However, no such options shall be granted to any
Non-employee Director who during the preceding 12 months
missed 50% or more of the meetings of the Board of Directors and
committees on which he served.
The option price per share for each option granted under the
2003 Plan is the fair market value of the Common Stock on the
date of grant. Under the 2003 Plan, options are not exercisable
until six months after the date of the grant. The 2003 Plan
terminates on, and no options shall be issued after, the date of
the Annual Meeting of stockholders in 2012 and any options
outstanding on that date will remain outstanding until they have
either expired or been exercised.
Effective October 1, 2001, Mr. Jones ceased receiving
quarterly and per meeting director fees. Instead, his
directors fees were set at $12,000 per month. As we
anticipate that Mr. Jones will resign from the Board of
Directors effective August 2006, his monthly fees will cease at
that time. On February 11, 2002, Mr. Jones received
options to purchase 50,000 shares of the
Companys common stock at an exercise price equal to the
fair market value on the date of grant with an expiration date
of February 11, 2012, and subsequently elected to forego
the September 16, 2002 annual grant under the 1991
Nonqualified Stock Option Plan for Non-employee Directors (the
1991 Plan). We anticipate that upon
Mr. Jones retirement the method for compensating the
Chairman of the Board will be reconsidered by the Board.
Director Attendance
The Board of Directors held 14 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 the Board of Directors 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
The Board of Directors maintains a process for stockholders and
interested parties to communicate directly with the Board.
Stockholders and other interested parties may write to the
Board, as more fully described in our Company Policy for
Communications with the Board of Directors posted on our
website, www.bristowgroup.com, under the caption
Governance.
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III. ELECTION OF
DIRECTORS
For fiscal year 2006, the Board of Directors has fixed the
number of directors at eleven. However, for fiscal year 2007,
the number of directors will be ten. 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 5.6% 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 the Board may nominate or, if the 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 non-votes will result in those nominees receiving fewer
votes, but will not be counted as a vote AGAINST the
nominee.
The Board of Directors recommends that stockholders
vote FOR the election to the Board of each of the nominees
named below.
Information Concerning Nominees
Our present Board of Directors proposes for election the
following ten nominees for director. Except for Mr. Bolden,
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 February 6, 2006. Mr. Bolden is
standing for election for the first time.
Thomas N. Amonett, age 62, and resident of Houston,
Texas, joined our Board at our last annual meeting.
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 Chairman
of the Board of TODCO, where he serves on the Corporate
Governance and Executive Compensation Committees, and a director
of Reunion Industries, Inc., where he serves on the Compensation
and Audit Committees. Mr. Amonett served as director of
Stelmar Shipping Ltd. from 2002 to January 2005 and served on
the Audit Committee during his tenure, serving as chairman of
the Audit Committee from 2003 to 2005.
Charles F. Bolden, Jr., age 59, and a resident of
Houston, Texas, has been nominated for election to our Board at
the Annual Meeting. 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 30 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
GenCorp Inc., Palmetto GBA and Marathon Oil Corporation.
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Peter N. Buckley(1), age 63, and a resident of
London, England, currently serves as the Chairman of Caledonia
Investments plc (a U.K. listed investment trust company).
Mr. Buckley joined our Board in 1997 in connection with our
investment in Bristow Aviation Holdings Limited.
Mr. Buckley serves as Chairman of the Cayzer Trust Company
Ltd. He also serves as a director of Kerzner International,
Ltd., whose shares trade on the New York Stock Exchange, and as
a director of Close Brothers Group plc. He has served as a
member of our Executive Committee since 2000.
Stephen J. Cannon, age 52, and a resident of
Southlake, Texas. Mr. Cannon joined our Board in 2002. He
is currently the President and Chief Executive Officer of
DynCorp International LLC, a technology company with annual
revenues in excess of $2 billion. From 1997 to 2000 he was
Senior Vice President of DynCorp International, and from 2000 to
February 2005 he was President of DynCorp. Mr. Cannon has
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 our Corporate Governance and Nominating
Committee since 2004.
Jonathan H. Cartwright(1), age 52, and a resident of
London, England, where he is the Finance Director of Caledonia
Investments plc. He, too, joined our board in 1997 in
conjunction with our investment in Bristow Aviation Holdings
Limited. 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
Shelton (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.
William E. Chiles, age 57, and a resident of
Houston, Texas, became the President and Chief Executive Officer
of our Company effective July 15, 2004. Mr. Chiles was
elected Chief Financial Officer upon Mr. Brian
Voegeles resignation in December 2005 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 Basic Energy Services,
L.P., a contractor for land based oil and gas services. He has
served as a member of our Executive Committee since 2004.
Michael A. Flick, age 58, and a resident of New
Orleans, Louisiana, joined our Board at our last annual meeting.
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
|
|
|
|
(1) |
Peter N. Buckley and Jonathan H. Cartwright, directors and
executive officers of Caledonia Industrial & Services
Limited (CIS), were designated by CIS and elected to
our Board of Directors in February 1997 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 of our
Board of Directors and to replace any directors so nominated. 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. |
8
Chief Administrative Officer. He serves as a director and member
of the Audit Committee of Community Coffee Company, a privately
held company. He also serves as a director of the University of
New Orleans Foundation and chairman of its Audit Committee.
Thomas C. Knudson, age 60, and a resident of
Houston, Texas. Mr. Knudson joined our Board in June 2004.
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 of NATCO
Group, Inc., a leading provider of wellhead process equipment,
systems and services used in the production of oil and gas and a
director of Williams Partners L.P., a provider of midstream
natural gas processing and transportation services.
Mr. Knudson has served on our Compensation Committee and
Corporate Governance and Nominating Committee since 2004.
Ken C. Tamblyn, age 63, and 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, 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.
Robert W. Waldrup, age 62, and a resident of
Kingwood, Texas. Mr. Waldrup joined our Board in 2001. He
is one of the founders of Newfield Exploration Company where he
served as the Vice President of Operations and as a director
from 1992 until his retirement in 2001. Mr. Waldrup
currently serves as the director of a privately-held company,
Marine Spill Response Corporation, which provides environmental
clean up services and on whose compensation committee he serves.
He has served on our Executive Committee since 2004 and has
served on our Compensation Committee since 2001.
9
IV. COMMITTEES OF THE
BOARD OF DIRECTORS
Our Board of Directors has the following committees, the
membership of which as of the Record Date, was as set forth
below. Each committee acts in accordance with its charter. The
charters of our Executive, Audit, Compensation and Corporate
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.
|
|
|
|
|
|
|
|
Number of Meetings | |
Name of Committee and Members |
|
in Fiscal 2006 | |
|
|
| |
EXECUTIVE
|
|
|
1 |
|
|
Kenneth M. Jones
Peter N. Buckley
William E. Chiles
Robert W. Waldrup |
|
|
|
|
AUDIT(1)
|
|
|
11 |
|
|
Ken C. Tamblyn
Thomas N. Amonett
Stephen J. Cannon
Michael A. Flick |
|
|
|
|
COMPENSATION(1)
|
|
|
5 |
|
|
Robert W. Waldrup
Pierre H. Jungels, CBE
Thomas C. Knudson |
|
|
|
|
CORPORATE GOVERNANCE AND NOMINATING(1)(2)
|
|
|
1 |
|
|
Thomas C. Knudson
Stephen J. Cannon
Pierre H. Jungels, CBE |
|
|
|
|
CORPORATE GOVERNANCE(1)(2)
|
|
|
4 |
|
|
Thomas C. Knudson
Stephen J. Cannon
Pierre H. Jungels, CBE |
|
|
|
|
NOMINATING(1)(2)
|
|
|
None |
|
|
Thomas C. Knudson
Stephen J. Cannon
Pierre H. Jungels, CBE |
|
|
|
|
|
|
(1) |
As of June 8, 2006, all members of the Audit, Compensation
and Corporate Governance and Nominating Committees were
independent as defined in the applicable NYSE rules. |
|
(2) |
The Corporate Governance Committee and the Nominating Committees
were combined on February 6, 2006. |
10
V. EXECUTIVE OFFICERS OF
THE REGISTRANT
Under our by-laws, our Board of Directors 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 March 31, 2006, our
executive officers were as follows, except for Mr. Stafford
who joined the Company in May 2006:
|
|
|
|
|
|
|
Name |
|
Age | |
|
Position Held with Registrant |
|
|
| |
|
|
William E. Chiles
|
|
|
57 |
|
|
President, Chief Executive Officer and Director |
Perry L. Elders
|
|
|
44 |
|
|
Executive Vice President and Chief Financial Officer |
Richard D. Burman
|
|
|
53 |
|
|
Senior Vice President, Eastern Hemisphere |
Michael R. Suldo
|
|
|
60 |
|
|
Senior Vice President, Western Hemisphere |
Bill D. Donaldson
|
|
|
66 |
|
|
Senior Vice President, Production Management |
Mark B. Duncan
|
|
|
44 |
|
|
Senior Vice President, Global Business Development |
Joseph A. Baj
|
|
|
48 |
|
|
Vice President and Treasurer |
Elizabeth D. Brumley
|
|
|
48 |
|
|
Vice President, Chief Accounting Officer and Controller |
Randall A. Stafford
|
|
|
50 |
|
|
Vice President and General Counsel, Corporate Secretary |
Mr. Chiles joined us in July 2004 as Chief Executive
Officer and President. Mr. Chiles was elected Chief
Financial Officer upon Mr. Voegeles resignation from
the Company 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
Basic Energy Services, L.P., a contractor for land based oil and
gas services. He has served as a member of our Executive
Committee since 2004.
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 2004 as Senior Vice
President, Eastern Hemisphere. He also serves as Managing
Director of Bristow Helicopters Ltd.. Prior to joining us,
Mr. Burman held various positions within the Baker Hughes
group of companies, most recently Region General Manager,
Mediterranean and Africa for Baker Hughes INTEQ.
Mr. Suldo joined us in 2002 as Assistant General
Manager of Air Logistics and was elected General Manager in
2003. In June 2005, Mr. Suldo was promoted to Senior Vice
President, Western Hemisphere and President of Air Logistics,
L.L.C. Prior to joining us, Mr. Suldo was employed at
Petroleum Helicopters Inc.
11
from July 1988 until March 2002 in Gulf of Mexico operations in
various managerial positions. Before 1988, Mr. Suldo
developed a 20 year career in the US Navy, from which he
retired as a Commander.
Mr. Donaldson joined us in 1995 as Vice President,
Marketing of Grasso Production Management, Inc.
(GPM) Mr. Donaldson was appointed President of
GPM in 1996, Executive Vice President, Production Management in
2004, and Senior Vice President in 2005, and currently serves as
President of GPM and Senior Vice President. Mr. Donaldson
has 40 years experience in the offshore oil service
business in the Gulf of Mexico. Prior to joining us,
Mr. Donaldson held the positions of President of Savage
Drilling, Inc. and Vice President, Operations for Tidewater, Inc.
Mr. Duncan 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
Subsea7 entity.
Mr. Baj joined us in July 2005 as Assistant
Treasurer. In November 2005, Mr. Baj was elected Vice
President, Treasurer and Secretary upon Mr. Voegeles
resignation from these positions. 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, held various treasury and investor relations
positions with Sterling Chemicals, Inc. from 1987 to 1997, and
worked in the treasury group of Anderson, Clayton and Co. from
1983 to 1987.
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. 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. 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. From January
2000 until January 2001, Mr. Stafford served as Counsel to
R&B Falcon prior to its acquisition by Transocean Inc. From
January 1990 until January 2000, Mr. Stafford was employed
as Associate General Counsel of Pool Energy Services Company, an
international oil and gas drilling and well servicing company
that was acquired by Nabors Industries in November 1999.
12
VI. SECURITY OWNERSHIP
OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Holdings of Principal Stockholders
The following table shows, as of the Record Date, 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 | |
|
|
|
|
|
|
Beneficially | |
|
Title of | |
|
Percent of | |
Name and Address of Beneficial Owner |
|
Owned | |
|
Class | |
|
Class(1) | |
|
|
| |
|
| |
|
| |
Caledonia Investments plc
|
|
|
1,300,000 |
(2) |
|
|
Common |
|
|
|
5.6% |
|
|
Cayzer House, 30 Buckingham Gate |
|
|
|
|
|
|
|
|
|
|
|
|
|
London, England SW1 E6NN |
|
|
|
|
|
|
|
|
|
|
|
|
FMR Corp.
|
|
|
2,330,700 |
(3) |
|
|
Common |
|
|
|
10.0% |
|
|
82 Devonshire Street |
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston, MA 02109 |
|
|
|
|
|
|
|
|
|
|
|
|
Dimensional Fund Advisors, Inc.
|
|
|
1,990,686 |
(4) |
|
|
Common |
|
|
|
8.5% |
|
|
1299 Ocean Avenue,
11th Floor |
|
|
|
|
|
|
|
|
|
|
|
|
|
Santa Monica, CA 90401 |
|
|
|
|
|
|
|
|
|
|
|
|
Neuberger Berman, Inc.
|
|
|
1,610,207 |
(5) |
|
|
Common |
|
|
|
6.9% |
|
|
605 Third Avenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
New York, NY 10158 |
|
|
|
|
|
|
|
|
|
|
|
|
Franklin Resources, Inc.
|
|
|
1,231,175 |
(6) |
|
|
Common |
|
|
|
5.3% |
|
|
One Parker Plaza,
9th Floor |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fort Lee, NJ 07024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Percentage of the Common Stock of the Company outstanding as of
the Record Date. |
|
(2) |
According to a Schedule 13D/ A filed on July 29, 2003,
with the Securities and Exchange Commission by
(i) Caledonia Investments plc (Caledonia) as
the direct beneficial owner of 1,300,000 of such shares of
Common Stock; and (ii) The Cayzer Trust Company Limited
(Cayzer Trust) as an indirect beneficial owner given
its direct holdings of the securities of Caledonia. Caledonia
and Cayzer Trust have shared voting and dispositive power over
the 1,300,000 shares of Common Stock. |
|
(3) |
According to Schedule 13G/ A filed on February 14,
2006 with the Securities and Exchange Commission, FMR Corp. has
sole voting power with respect to none of such shares of Common
Stock, sole dispositive power with respect to 2,330,700 of such
shares of Common Stock, and beneficially owns 2,330,700 of such
shares of Common Stock. Fidelity Management & Research
Company, a wholly-owned subsidiary of FMR Corp., is the
beneficial owner of 2,330,700 shares or 10.0% 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 to
2,330,700 shares or 10.0% of the Common Stock outstanding.
FMR Corp., through its ultimate control of the investment
company has sole power to dispose of the 2,330,700 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) |
According to a Schedule 13G/ A filed on February 6,
2006 with the Securities and Exchange Commission, Dimensional
Fund Advisors, Inc. has sole voting and dispositive power
with respect to and beneficially owns all such shares of Common
Stock. |
|
(5) |
According to a Schedule 13G/ A filed on February 14,
2006 with the Securities and Exchange Commission, Neuberger
Berman, Inc. has sole voting power with respect to 104,140 of
such shares of Common Stock shared voting power with respect to
895,597 shares of Common Stock, shared dispositive |
13
|
|
|
power with respect to 1,610,207 of such shares of Common Stock,
and beneficially owns 1,610,207 of such shares of Common Stock. |
|
(6) |
According to a Schedule 13G filed on February 7, 2006
with the Securities and Exchange Commission, the securities 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. Franklin Advisory
Services, LLC, has sole voting power with respect to
1,213,700 shares of Common Stock and sole dispositive power
with respect to 1,215,200 shares of Common Stock. Fiduciary
Trust Company International has sole voting and dispositive
power with respect to 15,975 shares of Common Stock. |
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 16 of this proxy statement, and (iii) all of
our directors, nominees and executive officers as a group:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount | |
|
|
|
|
|
|
Beneficially | |
|
Title of | |
|
Percent of | |
Name of Beneficial Owner |
|
Owned(1) | |
|
Class | |
|
Class(2) | |
|
|
| |
|
| |
|
| |
Thomas N. Amonett
|
|
|
5,000 |
|
|
|
Common |
|
|
|
* |
|
Charles F. Bolden
|
|
|
|
|
|
|
Common |
|
|
|
* |
|
Peter N. Buckley
|
|
|
1,327,000 |
(3) |
|
|
Common |
|
|
|
5.4 |
% |
Richard D. Burman
|
|
|
8,000 |
|
|
|
Common |
|
|
|
* |
|
Stephen J. Cannon
|
|
|
10,000 |
|
|
|
Common |
|
|
|
* |
|
Jonathan H. Cartwright
|
|
|
1,327,000 |
(3) |
|
|
Common |
|
|
|
5.4 |
% |
William E. Chiles
|
|
|
50,000 |
|
|
|
Common |
|
|
|
* |
|
Bill D. Donaldson
|
|
|
38,667 |
|
|
|
Common |
|
|
|
* |
|
Mark B. Duncan
|
|
|
4,000 |
|
|
|
Common |
|
|
|
* |
|
Perry L. Elders
|
|
|
|
|
|
|
Common |
|
|
|
* |
|
Michael A. Flick
|
|
|
6,000 |
|
|
|
Common |
|
|
|
* |
|
Kenneth M. Jones
|
|
|
55,600 |
|
|
|
Common |
|
|
|
* |
|
Pierre H. Jungels
|
|
|
17,000 |
|
|
|
Common |
|
|
|
* |
|
Thomas C. Knudson
|
|
|
10,000 |
|
|
|
Common |
|
|
|
* |
|
Michael R. Suldo
|
|
|
20,916 |
|
|
|
Common |
|
|
|
* |
|
Ken C. Tamblyn
|
|
|
18,000 |
|
|
|
Common |
|
|
|
* |
|
Robert W. Waldrup
|
|
|
34,000 |
|
|
|
Common |
|
|
|
* |
|
All Directors, Nominees and Executive Officers as a Group (20
persons)(3)(4)
|
|
|
1,643,860 |
|
|
|
Common |
|
|
|
6.9 |
% |
|
|
(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 5,000 shares; Peter N.
Buckley 27,000 shares; Richard
Burman 8,000 shares; Stephen J.
Cannon 10,000 shares; Jonathan H.
Cartwright 27,000 shares; William E.
Chiles 50,000 shares; Bill
Donaldson 38,667 shares; Mark B.
Duncan 4,000 shares; Michael A.
Flick 6,000 shares; Kenneth M.
Jones 53,000 shares; Pierre H.
Jungels 17,000 shares; Thomas C.
Knudson 10,000 shares; Michael R.
Suldo 20,899 shares; Ken C. Tamblyn
17,000 shares; and Robert W. Waldrup
19,000 shares. Our directors, nominees for director and
executive officers, as a group, held options to
purchase 323,965 shares of our Common Stock which may
be acquired within 60 days after the Record Date. Also
includes 295 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 and
Cartwright to Caledonia, Messrs. Buckley and Cartwright may
be deemed indirect beneficial owners of the
1,300,000 shares of Common Stock owned by Caledonia (see
Holdings of Principal Stockholders). Pursuant to
Rule 16a-1(a)(3),
both Mr. Buckley and Mr. Cartwright are reporting
indirect beneficial ownership of the entire amount of our
securities owned by Caledonia. Messrs. Buckley and
Cartwright disclaim beneficial ownership of the securities owned
by Caledonia. |
15
VII. EXECUTIVE
COMPENSATION
The following table sets forth the aggregate cash and non-cash
compensation paid by us and our subsidiaries for services
rendered during the last three fiscal years to our Chief
Executive Officer, Chief Financial Officer and our four other
most highly compensated executive officers who were serving as
such on March 31, 2006:
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Compensation | |
|
|
|
|
|
|
|
|
|
|
|
|
Awards(3) | |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
Annual Compensation | |
|
|
|
|
|
Securities | |
|
|
|
|
|
|
| |
|
Other Annual |
|
Restricted | |
|
Underlying | |
|
All Other | |
|
|
Fiscal Year | |
|
Salary | |
|
Bonus | |
|
Compensation |
|
Stock | |
|
Options/ | |
|
Compensation | |
Name & Principal Position |
|
Ended | |
|
($)(6) | |
|
($)(1)(6) | |
|
($)(2) |
|
Award(s) ($) | |
|
SARs (#) | |
|
($)(4) | |
|
|
| |
|
| |
|
| |
|
|
|
| |
|
| |
|
| |
William E. Chiles(5)
|
|
|
2006 |
|
|
$ |
442,000 |
|
|
$ |
341,686 |
|
|
$ |
|
|
|
$ |
610,910 |
|
|
|
20,000 |
|
|
$ |
162,736 |
|
|
President and
|
|
|
2005 |
|
|
$ |
301,042 |
|
|
$ |
331,193 |
|
|
$ |
|
|
|
$ |
680,250 |
|
|
|
75,000 |
|
|
$ |
39,339 |
|
|
Chief Executive Officer
|
|
|
2004 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
Perry L. Elders(5)
|
|
|
2006 |
|
|
$ |
41,282 |
|
|
$ |
93,552 |
|
|
$ |
|
|
|
$ |
335,780 |
|
|
|
10,000 |
|
|
$ |
1,238 |
|
|
Executive Vice
|
|
|
2005 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
President and
|
|
|
2004 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard D. Burman(5)
|
|
|
2006 |
|
|
$ |
248,063 |
|
|
$ |
67,741 |
|
|
$ |
|
|
|
$ |
152,728 |
|
|
|
5,000 |
|
|
$ |
31,008 |
|
|
Senior Vice President,
|
|
|
2005 |
|
|
$ |
114,349 |
|
|
$ |
55,267 |
|
|
$ |
|
|
|
$ |
|
|
|
|
24,000 |
|
|
$ |
14,294 |
|
|
Eastern Hemisphere
|
|
|
2004 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
Michael R. Suldo(5)
|
|
|
2006 |
|
|
$ |
213,667 |
|
|
$ |
82,283 |
|
|
$ |
|
|
|
$ |
262,630 |
|
|
|
8,700 |
|
|
$ |
31,758 |
|
|
Senior Vice President
|
|
|
2005 |
|
|
$ |
125,000 |
|
|
$ |
38,407 |
|
|
$ |
|
|
|
$ |
|
|
|
|
10,000 |
|
|
$ |
|
|
|
Western Hemisphere
|
|
|
2004 |
|
|
$ |
110,000 |
|
|
$ |
42,867 |
|
|
$ |
|
|
|
$ |
|
|
|
|
10,000 |
|
|
$ |
|
|
Bill D. Donaldson(5)
|
|
|
2006 |
|
|
$ |
195,000 |
|
|
$ |
103,603 |
|
|
$ |
|
|
|
$ |
97,746 |
|
|
|
3,200 |
|
|
$ |
25,168 |
|
|
Senior Vice President,
|
|
|
2005 |
|
|
$ |
195,000 |
|
|
$ |
119,851 |
|
|
$ |
|
|
|
$ |
|
|
|
|
24,000 |
|
|
$ |
44,681 |
|
|
Production Management
|
|
|
2004 |
|
|
$ |
188,000 |
|
|
$ |
104,938 |
|
|
$ |
|
|
|
$ |
|
|
|
|
24,000 |
|
|
$ |
42,780 |
|
Mark B. Duncan(5)
|
|
|
2006 |
|
|
$ |
217,500 |
|
|
$ |
103,353 |
|
|
$ |
|
|
|
$ |
152,728 |
|
|
|
5,000 |
|
|
$ |
25,333 |
|
|
Senior Vice President
|
|
|
2005 |
|
|
$ |
37,949 |
|
|
$ |
15,429 |
|
|
$ |
|
|
|
$ |
|
|
|
|
12,000 |
|
|
$ |
|
|
|
Global Business
|
|
|
2004 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Cash bonuses are listed in the fiscal year earned but were paid
partially or entirely in the following fiscal year. Under the
terms of the 1994 Long-Term Management Incentive Plan (the
1994 Plan), certain participants may elect to
receive all or a portion of their awarded bonus in the form of
restricted stock. These amounts (including the 20% additional
awards in restricted stock provided as a deferral incentive) are
reflected in the Restricted Stock Award(s) column,
although the restricted stock awards were not made until the
following year. |
|
(2) |
The stated amounts exclude perquisites and other personal
benefits because the aggregate amounts paid to or for any
executive officer as determined in accordance with the rules of
the Securities and Exchange Commission relating to executive
compensation did not exceed the lesser of $50,000 or 10% of
salary and bonus for fiscal 2006, 2005 and 2004. |
|
(3) |
Mr. Chiles was awarded 25,000 restricted stock units in
fiscal 2005. We awarded no other restricted stock units for the
2006, 2005 or 2004 fiscal years. We awarded the following
persons restricted stock units, in the following amounts, in
fiscal 2006: William E. Chiles 20,000; Perry L.
Elders 10,000; Richard Burman 5,000;
Michael R. Suldo 8,700; Bill Donaldson
3,200; and Mark B. Duncan 5,000. 144,667 of the
options granted to Messrs. Chiles, Donaldson and Suldo were
awarded pursuant to the 1994 Plan. 31,900 of the options granted
to Messrs. Chiles, Donaldson and Suldo were awarded
pursuant to the 2004 Stock Incentive Plan (2004
Plan). All of the options granted to Messrs. Elders,
Burman and Duncan were awarded pursuant to the 2004 Plan. |
16
|
|
(4) |
The stated amounts for Messrs. Chiles, Donaldson and Suldo
consist of our contributions made pursuant to our Employee
Savings and Retirement Plan (the 401(k) Plan), 20%
of which was vested with respect to Mr. Chiles, 100% of
which was vested with respect to Mr. Donaldson and 60% of
which was vested with respect to Mr. Suldo, our
contributions made pursuant to the Deferred Compensation Plan
(defined below) and the cost to us for premiums on life
insurance policies that we maintained for certain key employees.
During fiscal year 2006, our contributions made pursuant to the
Deferred Compensation Plan were $141,189, $24,889 and $12,074
for Messrs. Chiles, Suldo and Duncan, respectively, our
expense for the life insurance premiums were $8,820, $870 and
$1,360 for Messrs. Chiles, Duncan and Suldo, respectively,
and our contributions to the 401(k) Plan were $12,727, $7,475,
$12,388, $1,238 and $5,510 for Messrs. Chiles, Donaldson,
Duncan, Elders and Suldo, respectively. The stated amount for
Mr. Donaldson consists of our contributions ($7,475) made
pursuant to the Grasso 401(k) Plan, all of which are 100% vested
and our contributions ($17,693) made pursuant to the Deferred
Compensation Plan. The stated amount for Mr. Burman
consists of our contributions made pursuant to Bristow
Aviations defined contribution retirement plan. |
|
(5) |
For additional information regarding the compensation of these
individuals, see the section below entitled Employment,
Severance and
Change-of-Control
Arrangements. |
|
(6) |
Under the terms of the Companys non-qualified deferred
compensation plan for senior executives (the Deferred
Compensation Plan) participants can elect to defer a
portion of their compensation for distribution at a later date.
The Salary and Bonus columns include $97,501 and $59,926
deferred pursuant to the Deferred Compensation Plan during
fiscal 2006 by Bill Donaldson. We have general contractual
obligations to pay the deferred compensation upon the
participants termination of employment for any reason,
including but not limited to death, disability or retirement. |
Option/ SAR Grants in Last Fiscal Year
The following table shows, as to the named executive officers,
information about option/ SAR grants during the 2006 fiscal year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Grants | |
|
|
| |
|
|
Number of | |
|
% of Total | |
|
|
|
|
Securities | |
|
Options/SARs | |
|
|
|
|
Underlying | |
|
Granted to | |
|
|
|
|
Options/SARs | |
|
Employees in | |
|
Exercise Price | |
|
Expiration | |
|
Grant Date | |
Name |
|
Granted(1) | |
|
Fiscal Year | |
|
($/Share) | |
|
Date | |
|
Present Value(2) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
William E. Chiles
|
|
|
20,000 |
|
|
|
14.1% |
|
|
$ |
29.17 |
|
|
|
12/29/2015 |
|
|
$ |
159,600 |
|
Perry L. Elders
|
|
|
10,000 |
|
|
|
7.0% |
|
|
$ |
30.25 |
|
|
|
2/16/2016 |
|
|
$ |
83,900 |
|
Richard D. Burman
|
|
|
5,000 |
|
|
|
3.5% |
|
|
$ |
29.17 |
|
|
|
12/29/2015 |
|
|
$ |
39,900 |
|
Michael R. Suldo
|
|
|
5,000 |
|
|
|
3.5% |
|
|
$ |
29.17 |
|
|
|
12/29/2015 |
|
|
$ |
39,900 |
|
|
|
|
3,700 |
|
|
|
2.6% |
|
|
$ |
31.50 |
|
|
|
6/1/2015 |
|
|
$ |
30,969 |
|
Bill D. Donaldson
|
|
|
3,200 |
|
|
|
2.3% |
|
|
$ |
29.17 |
|
|
|
12/29/2015 |
|
|
$ |
25,536 |
|
Mark B. Duncan
|
|
|
5,000 |
|
|
|
3.5% |
|
|
$ |
29.17 |
|
|
|
12/29/2015 |
|
|
$ |
39,900 |
|
|
|
(1) |
Each of these awards was made pursuant to the 2004 Plan, has a
ten-year term, has an exercise price equal to the fair market
value (as defined in the 2004 Plan) of the Common Stock on the
grant date, and gives the Company the right to purchase all or
any part of the shares of Common Stock issuable upon exercise of
the options by paying to the optionee an amount, in cash or
Common Stock, equal to the excess of the fair market value of
our Common Stock on the effective date of such purchase over the
exercise price per share. These options will vest in annual
installments of one-third each beginning on the first
anniversary of the grant date. Options granted under the 2004
Plan may be exercised for cash and may also be paid for by
delivering to us unrestricted Common Stock already owned by the
optionee or by our withholding shares otherwise issuable upon
exercise of the options (or a combination thereof), as well as
in such other manner as may be authorized by the committee
administering the 2004 Plan (the 2004 Plan
Committee). Options under the 2004 Plan also grant the
optionee the right, if the optionee |
17
|
|
|
makes payment of the exercise price by delivering shares of
Common Stock held by the optionee, to purchase the number of
shares of Common Stock delivered by the optionee in payment of
the exercise price (a Reload Option). Reload Options
are exercisable at a price equal to the fair market value of our
Common Stock as of the date of the grant of the Reload Option.
The options granted under the 2004 Plan also provide for certain
adjustments following a Change In Control (as
defined in the 2004 Plan). The options granted under the 2004
Plan also provide that, subject to certain conditions, the 2004
Plan Committee may permit the optionee to pay all or a portion
of any taxes due with respect to exercise of the options
(a) by electing to have us withhold shares of Common Stock
due to the optionee upon exercise of the option or (b) by
delivering to us previously owned shares of Common Stock. |
|
(2) |
The present value for these options was estimated at the date of
grant, using the Black-Scholes option-pricing model. The
following assumptions were used to obtain the grant-date present
value for the options granted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 1, 2005 |
|
December 29, 2005 |
|
February 16, 2006 |
|
|
|
|
|
|
|
Risk free interest rate
|
|
|
3.95 |
% |
|
|
4.37 |
% |
|
|
4.59 |
|
Expected life (years)
|
|
|
4.1 |
|
|
|
4.1 |
|
|
|
4.1 |
|
Volatility
|
|
|
24.73 |
% |
|
|
24.73 |
% |
|
|
24.73 |
% |
Dividend yield
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregated Option/ SAR Exercises in Last Fiscal Year
and Fiscal Year End Option/ SAR Values
The following table shows, as to the named executive officers,
the aggregate option exercises during fiscal year 2006 and the
values of unexercised options as of March 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities |
|
Value of Unexercised |
|
|
|
|
|
|
Underlying Unexercised |
|
In-the-Money |
|
|
|
|
|
|
Options/SARs at FY End |
|
Options/SARs at FY End(1) |
|
|
Shares Acquired |
|
Value |
|
|
|
|
Name |
|
on Exercise |
|
Realized |
|
Exercisable |
|
Unexercisable |
|
Exercisable |
|
Unexercisable |
|
|
|
|
|
|
|
|
|
|
|
|
|
William E. Chiles
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
70,000 |
|
|
$ |
92,250 |
|
|
$ |
219,100 |
|
Perry L. Elders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
$ |
|
|
|
$ |
6,500 |
|
Richard D. Burman
|
|
|
|
|
|
|
|
|
|
|
8,000 |
|
|
|
21,000 |
|
|
$ |
|
|
|
$ |
8,650 |
|
Michael R. Suldo
|
|
|
|
|
|
|
|
|
|
|
12,999 |
|
|
|
18,701 |
|
|
$ |
130,658 |
|
|
$ |
95,093 |
|
Bill D. Donaldson
|
|
|
|
|
|
|
|
|
|
|
22,667 |
|
|
|
27,200 |
|
|
$ |
228,725 |
|
|
$ |
212,976 |
|
Mark B. Duncan
|
|
|
|
|
|
|
|
|
|
|
4,000 |
|
|
|
13,000 |
|
|
$ |
4,320 |
|
|
$ |
17,290 |
|
|
|
(1) |
The dollar amounts shown in this column represent the aggregate
excess of the market value of the shares underlying the
unexercised
in-the-money options as
of March 31, 2006, over the aggregate exercise price of the
options. |
Employment, Severance and
Change-of-Control
Arrangements
Under the terms of the 1994 Plan and the 2004 Plan, if a
Change in Control (as defined in each such Plan)
occurs, all outstanding options and SARs held by the employee
participant become immediately exercisable and any then
outstanding shares of Restricted Stock, Restricted Stock Units,
Deferred Stock or other stock based awards made pursuant to
either plan become free of all restrictions, if any, fully
vested and transferable to the full extent of the award. Also,
under the 1994 Plan, for a sixty-day period following a Change
in Control, unless the 1994 Plan Committee determines otherwise
at the time of the award, the participant has the right to elect
to surrender to the Company all or part of the stock options in
exchange for a cash payment equal to the spread between the
Change in Control Price (as defined in the 1994
Plan) and the option exercise price. Likewise, the 2004 Plan
Committee may in its discretion make certain equitable
adjustments following a change in control, including the
cancellation of stock options granted under the 2004 Plan in
exchange for a cash payment equal to the excess, if any, of the
consideration being paid for each
18
underlying share of Common Stock pursuant to the change in
control transaction over the exercise price of the option.
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 has a
term of three years beginning on June 21, 2004 (the date of
his original employment agreement), and, upon each anniversary,
this term will be 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 the Board of Directors. Effective April 1, 2006,
Mr. Chiles annual base salary is $486,200 and he will
be eligible for an annual 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 20% of
Mr. Chiles annual salary and bonus to Mr. Chiles
pursuant to the Deferred Compensation Plan. The Company will
provide Mr. Chiles a ten-year term life insurance policy in
the amount of $3 million payable to his designated
beneficiaries. In addition, Mr. Chiles receives a car
allowance of $1,500 per month. 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,
as defined, and Highest Annual Bonus, as defined and
(ii) if the termination occurs at any other time, two times
the sum of Mr. Chiles Annual Base Salary and Target
Annual Bonus, as defined. 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, this term will be automatically extended
by successive one-year periods unless either party gives
appropriate notice. 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. The Company will pay Mr. Elders a base
salary of $350,000 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 15% of Mr. Elders annual salary and
bonus to Mr. Elders pursuant to the Companys Deferred
Compensation Plan. Upon signing the agreement, Mr. Elders
received options to purchase 10,000 shares of the
Companys common stock and 10,000 Performance Accelerated
Restricted Stock Units. The Company will provide Mr. Elders
with a term life insurance policy in the amount of $500,000
payable to his designated beneficiaries. In addition,
Mr. Elders receives a car allowance of $1,500 per
month. 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 agreement also
contains change of control, confidentiality, non-competition,
employee non-solicitation and other provisions.
On June 6, 2006 the Company entered into an amended and
restated employment agreement with Mark B. Duncan, the
Companys Senior Vice President, Global Business
Development. As amended and restated, Mr. Duncans
employment agreement has 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
will be automatically extended by successive one-year periods
unless either party gives appropriate notice of nonrenewal.
Under the agreement, Mr. Duncan serves as Senior Vice
President, Global Business Development of the Company and
reports to the President and Chief Executive Officer of the
Company. Effective April 1, 2006, Mr. Duncans
annual base salary is $260,000 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 15% of
Mr. Duncans annual salary and bonus to
Mr. Duncan pursuant to the Companys Deferred
Compensation Plan. The Company will provide Mr. Duncan with
a term life insurance policy in the amount of $500,000 payable
to his designated beneficiaries. In addition, Mr. Duncan
receives a car allowance of
19
$1,500 per month. 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.
Mr. Suldo and the Company entered into an Employment
Agreement, effective as of June 1, 2005. The agreement
initially has a term of two years, and, on May 31, 2007,
this term will be automatically extended by successive one-year
periods unless either party gives appropriate notice. Under the
agreement, Mr. Suldo serves as Senior Vice President of the
Company and reports to the President and Chief Executive Officer
of the Company. The Company will pay Mr. Suldo a base
salary of $215,000 and he will be 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 15% of Mr. Suldos annual salary and
bonus to Mr. Suldo pursuant to the Deferred Compensation
Plan. Upon signing the agreement, Mr. Suldo received
options to purchase 3,700 shares of our Common Stock
with an exercise price equal to the Common Stocks closing
price on the date of the grant. In addition, he received 3,700
Performance Accelerated Restricted Stock Units, the material
terms of which are described in the form of Restricted Stock
Unit Award Agreement filed previously. The Company will provide
Mr. Suldo a term life insurance policy in the amount of
$500,000 payable to his designated beneficiaries. If
Mr. Suldos employment is terminated by the Company
without Cause or by him for Good Reason (as those terms are
defined in Mr. Suldos 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 therein, along with other benefits.
Mr. Suldos Employment Agreement also contains change
of control, confidentiality, non-competition, employee
non-solicitation and other provisions. On March 8, 2006,
Mr. Suldos employment agreement was amended to revise
the definition of Good Reason.
Equity Compensation Plan Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) | |
|
(b) | |
|
(c) | |
|
|
| |
|
| |
|
| |
|
|
|
|
|
|
Number of Securities | |
|
|
|
|
|
|
Remaining Available | |
|
|
|
|
|
|
for Future Issuance | |
|
|
Number of Securities | |
|
|
|
Under Equity | |
|
|
to be Issued Upon | |
|
Weighted-Average | |
|
Compensation Plans | |
|
|
Exercise of | |
|
Exercise Price of | |
|
(Excluding | |
|
|
Outstanding Options, | |
|
Outstanding Options, | |
|
Securities Reflected | |
Plan Category |
|
Warrants and Rights | |
|
Warrants and Rights | |
|
in Column (a)) | |
|
|
| |
|
| |
|
| |
Equity Compensation plans approved by security holders(1)
|
|
|
813,762 |
|
|
$ |
24.90 |
|
|
|
928,485 |
|
Equity Compensation plans not approved by security holders
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
813,762 |
|
|
$ |
24.90 |
|
|
|
928,485 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
These figures include options outstanding under the 1991 Plan,
the 1994 Plan, the 2003 Plan and the 2004 Plan. The amounts for
the 1991 Plan alone are: column (a) 68,000, column
(b) $15.85, column (c) 0. The amounts for the 1994
Plan alone are: column (a) 424,247, column (b) $22.23,
column (c) 0. The amounts for the 2003 Plan alone are:
column (a) 130,000, column (b) $29.59, column
(c) 120,000. The amounts for the 2004 Plan alone are:
column (a) 191,515, column (b) $30.84, column
(c) 808,485. |
20
VIII. COMPENSATION
COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
Introduction
This Compensation Committee report summarizes the major
responsibilities of the Committee, the compensation philosophy
which underlies specific decisions regarding compensation, each
component of the program, and the basis on which the
compensation for the CEO, corporate officers, and subsidiary
presidents, and other key employees was determined for the
fiscal year ended March 31, 2006.
During the fiscal year ended March 31, 2006, each member of
the Committee satisfied the independence requirements of the New
York Stock Exchange. Each member of the Committee also met the
definitions of non-employee director under
Rule 16b-3 of the
Securities Exchange Act of 1934 and outside director
under Section 162(m) of the Internal Revenue Code of 1986
(as amended). The Committee was comprised of Mr. Robert
Waldrup (Chairman), Mr. Pierre Jungels, and Mr. Thomas
Knudson. The Committee met five times during fiscal year 2006.
The Company periodically undertakes a comprehensive review and
evaluation of the total compensation program for corporate
officers, subsidiary presidents, and other key employees. These
evaluations, which are completed with the assistance of outside
consultants retained by the Committee, evaluate the overall pay
philosophy of the Company, the market competitiveness of key
employee and director compensation, the design and structure of
the annual and longer-term incentive plans, and the
Committees level of compliance with compensation and
governance provisions of the Sarbanes-Oxley Act of 2002, the
rules of the Securities and Exchange Commission and other
regulatory proposed governance standards.
Annually the Committee, with the assistance of its advisors,
evaluates the effectiveness of the overall program and compares
the compensation levels of its executives and the performance of
the Company to the compensation received by executives and the
performance of similar oilfield services companies. The primary
market comparisons include a peer company group of companies
similar in size and industry segment, and the broad oilfield
services industry, adjusted for size and job responsibilities.
The peer group includes substantially all the companies used in
the Relative Market Performance graph presented elsewhere in
this Proxy Statement and is representative of the market in
which the Company competes for executive talent. These data
sources provide a consistent and stable market reference from
year to year.
Compensation Philosophy
The overall mission of Bristow Group Inc. is to enhance
long-term stockholder value by being the best oilfield services
company providing aviation transportation, production management
and related services. Specifically the Company strives to have:
|
|
|
|
|
the highest level of customer satisfaction, |
|
|
|
the highest emphasis on safety, |
|
|
|
profitable operations, and |
|
|
|
growth within defined markets. |
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 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
expectations. To achieve this objective the program has a
significant at-risk component in the form of
variable annual and long-term incentives. The program also seeks
to balance fixed (salary and benefits) and
variable (annual and long-term incentives).
21
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 the longer-term and align the interests
of management with those of stockholders through share
ownership. Annual incentives 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 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. Based on these requirements, the Compensation
Committee has determined that Section 162(m) will not
prevent the Company from receiving a tax deduction for any of
the compensation paid to executive officers.
Program Components
The base salary program targets the median of comparable
industry competitors. The performance of each executive is
reviewed annually. Salary adjustments are based on the
individuals experience and background, the general
movement of salaries in the marketplace, and the Companys
financial position. Due to these factors, an executives
base salary may be above or below the market median at any point
in time. The base salaries of the corporate officers and key
executives are generally consistent with the market median.
|
|
|
Annual Incentive Compensation |
The Committee administers the Executive Bonus Plan for key
corporate and subsidiary managers. For fiscal year 2006,
incentive awards were determined based on corporate, subsidiary
and individual performance. Corporate and subsidiary performance
measures were based on pre-determined financial performance
goals to determine the incentive award for each factor. An
individual award component was based on the performance
evaluation or other individual objectives for each executive.
For fiscal year 2006, all participants were also judged on the
Companys safety record, as well as individual performance,
corporate earnings per share, corporate EBITDA, corporate return
on capital, and profitability and revenue growth at the business
unit level.
The goal of the Companys long-term incentive program is to
link a significant portion of the executives compensation
to the enhancement of stockholder value over the longer-term.
The Company generally makes stock option awards on an annual
basis, with corporate and subsidiary officers and key managers
eligible for such awards. Option awards are made at fair market
value, have a term of ten years, and vest over three years.
During the fiscal year, the Company also granted performance
restricted stock unit awards that vest over three years and are
based on total shareholder return. The performance restricted
stock units are intended to further align stockholder and
executive interests.
|
|
|
Compensation of the Chief Executive Officer |
William E. Chiles has served as Chief Executive Officer since
July 2004 pursuant to an Employment Agreement with the Company
dated June 21, 2004. In his capacity as CEO,
Mr. Chiles has been responsible for working with the Board
to develop and execute the Companys strategic business
plan and oversee
day-to-day operations
of the Company. Mr. Chiles performance has been
evaluated by the Chairman of the Board and the Committee.
22
During fiscal year 2006, Mr. Chiles base salary was
$442,000, and he had a target annual incentive compensation
opportunity of 75% of base salary. The actual incentive award
may vary from 0%-150% of base salary depending on the
performance of the Company and Mr. Chiles individual
contributions. For fiscal year 2006, Mr. Chiles received an
incentive award of $341,686, which was approximately 77% of
Mr. Chiles base salary received for the year. In
determining to grant the maximum amount, the Committee focused
on Mr. Chiles leadership skills during a difficult
period for the Company. Seventy percent of the potential award
was based on performance results of the Company and thirty
percent on the formal appraisal of his performance in leading
the organization. During the fiscal year Mr. Chiles also
received an award of 20,000 non-qualified stock options, whose
option price was the fair market value on the date
of grant. Additionally, Mr. Chiles received 20,000
Performance Accelerated Restricted Stock Units. The annual
incentive compensation, stock option awards and Restricted Stock
Unit awards provide a significant at-risk component
to Mr. Chiles total compensation opportunity and
creates a strong pay-performance linkage.
|
|
|
Compensation Committee |
|
|
Robert W. Waldrup, Chairman |
|
Pierre H. Jungels, CBE |
|
Thomas C. Knudson |
23
IX. AUDIT COMMITTEE
REPORT
The information contained in this report shall not be deemed
to be soliciting material or filed or
incorporated by reference in future filings with the
U.S. Securities and Exchange Commission (the
SEC), or subject to liabilities of Section 18
of the Securities Exchange Act of 1934, as amended (the
Exchange Act), except to the extent that we
specifically request that the information be treated as
soliciting material or specifically incorporates it by reference
into a document filed under the Securities Act of 1933, as
amended, or the Exchange Act.
The Audit Committees principal functions are to select
each year a firm of independent auditors, to assist the Board of
Directors in fulfilling its responsibility for oversight of the
Companys accounting and internal control systems and
principal accounting policies, to recommend to the
Companys Board of Directors, 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.
The Board of Directors has determined that at least one member,
Ken C. Tamblyn, is an audit committee financial expert as
defined by the SEC. The Board of Directors has adopted a charter
for the Audit Committee, a copy of which was attached to last
years proxy statement as Appendix A and 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, 2006, the
Audit Committee has:
|
|
|
|
|
reviewed and discussed the audited financial statements with
management; |
|
|
|
discussed with the Companys independent auditors, KPMG
LLP, the matters required to be discussed by Statements on
Auditing Standards No. 61, as amended; |
|
|
|
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 |
|
|
|
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. |
In February 2005, we voluntarily advised the staff of the United
States Securities and Exchange Commission (the SEC)
that the Audit Committee of our Board of Directors had engaged
special outside counsel to undertake a review of certain
payments made by two of our affiliated entities in a foreign
country. The review of these payments, which initially focused
on Foreign Corrupt Practices Act matters, was subsequently
expanded to cover operations in other countries and other issues
(the Internal Review). In connection with this
review, special outside counsel to the Audit Committee retained
forensic accountants.
The SEC then notified us that it had initiated an informal
inquiry and requested that we provide certain documents on a
voluntary basis. The SEC thereafter advised us that the inquiry
has become a formal investigation. We have responded to the
SECs requests for documents and will continue to do so.
The Internal Review is complete. All known required restatements
were reflected in the financial statements included in our
fiscal year 2005 Annual Report, and no further restatements were
required in our fiscal year 2006 Annual Report. As a
follow-up to matters
identified during the course of the Internal Review, Special
Counsel to the Audit Committee is completing certain work, and
may be called upon to undertake additional work in the future to
assist in responding to inquiries for the SEC, from other
governmental authorities or customers, or as
follow-up to the steps
being performed by Special Counsel.
Managements assessment as of the prior fiscal year end
(March 31, 2005) concluded that the Company did not
maintain effective internal control over financial reporting
because of material weaknesses in the control environment and
lack of sufficient technical expertise to address or establish
adequate policies and procedures associated with accounting
matters and with the operation of certain complex tax
structures. These
24
weaknesses were identified during the Internal Review concluded
in late calendar 2005 and previously reported in the fiscal 2005
Form 10-K.
There has been substantial improvement in controls since these
weaknesses were identified. However, at March 31, 2006
managements assessment of controls concluded the prior
control weaknesses had not been completely remediated and such
remediation had not been completed in sufficient time to allow
adequate testing for purposes of the March 31, 2006
assessment. Accordingly, managements assessment of
controls as of March 31, 2006 concluded that these material
weaknesses continued to exist.
For additional information concerning the material weaknesses in
its control environment and the remedial measures taken by the
Company to address these weaknesses, see the Companys
Annual Report on
Form 10-K for the
fiscal year ended March 31, 2006, including Item 9a.
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 of
Directors, and the Board of Directors 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, 2006, as filed with the SEC.
|
|
|
Audit Committee |
|
|
Ken C. Tamblyn, Chairman |
|
Thomas N. Amonett |
|
Stephen J. Cannon |
|
Michael A. Flick |
25
X. RELATIONSHIP WITH
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG LLP conducted the examination of the Companys
financial statements for the fiscal year ended March 31,
2006. Representatives of KPMG LLP 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 LLP 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 LLP for
the fiscal years indicated.
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Audit Fees
|
|
$ |
1,400,857 |
|
|
$ |
1,151,393 |
|
Audit-Related Fees
|
|
$ |
734,859 |
|
|
$ |
748,739 |
|
Tax Fees
|
|
$ |
83,618 |
|
|
$ |
32,990 |
|
All Other Fees
|
|
|
|
|
|
|
|
|
Description of Non-Audit Services
Audit-Related Fees audit-related fees for fiscal
year 2006 related principally to services in connection with
prior year restatements reflected in our annual report on
Form 10-K for
fiscal year 2005. All of the audit related fees for fiscal year
2005 were for forensic services.
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 LLP 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 of Directors has
selected the firm of KPMG LLP as the Companys independent
auditors for the fiscal year ending March 31, 2007.
Stockholder approval and ratification of this selection is not
required by law or by the by-laws of the Company. Nevertheless,
the 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
26
than votes cast against the proposal to ratify and approve the
selection of KPMG LLP as the Companys independent auditors
for the fiscal year ending March 31, 2007, 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 LLP as
the Companys independent auditors for the fiscal year
ending March 31, 2007. Broker non-votes 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,
the Board of Directors will take such decision into
consideration in selecting independent auditors for the Company.
The Board of Directors recommends a vote FOR the
approval and ratification of the selection of KPMG LLP as the
Companys independent auditors for the fiscal year ending
March 31, 2007.
27
XI. STOCK PERFORMANCE
GRAPH
The following performance graph compares the yearly cumulative
return on the Companys Common Stock to the
Standard & Poors 500 Stock Index (S&P
500) and a peer group index of companies selected by the
Company, over a five fiscal year period ended on March 31,
2006. The peer group companies are Oceaneering International,
Inc.; Petroleum Helicopters, Inc.; Tidewater, Inc.; Rowan
Companies, Inc.; McDermott International, Inc.; and GulfMark
Offshore, Inc. The graph assumes (i) the reinvestment of
dividends, if any, and (ii) the value of the investment in
the Companys Common Stock and each index to have been $100
at March 31, 2001.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG BRISTOW GROUP INC., THE S&P 500 INDEX
AND A PEER GROUP
* $100 invested on 3/31/01 in stock or index-including
reinvestment of dividends.
Fiscal year ending March 31.
Copyright
©
2006, Standard & Poors, a division of The McGraw-Hill
Companies, Inc. All rights reserved.
www.researchdatagroup.com/S&P.htm
28
XII. OTHER MATTERS
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, Caledonia Industrial & Services Limited
(CIS), and certain other persons (the Master
Agreement). As a result primarily of that transaction, CIS
became the beneficial owners 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 of Directors 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 of Directors, and they
were duly elected in February 1997. Mr. Buckley is the
Chairman of the Board of Directors and Mr. Cartwright is
the Financial Director of Caledonia Investments, plc
(Caledonia), which was then the holder of all the
outstanding stock of CIS. On December 4, 2002, CIS:
(i) sold 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 (see Security Ownership of Certain
Beneficial Owners and Management).
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 of Directors 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, 2006.
In January 1998, we loaned £50.0 million
(approximately $84.0 million) to Bristow Aviation to
refinance certain of its indebtedness. The loan matures on
January 15, 2008 and bears interest at an annual rate of
8.335%. 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 March 2004, Bristow Aviation advanced
to us $11.4 million under a demand note. This amount was
repaid to Bristow Aviation in June 2004. In December 2005,
Bristow Aviation advanced to us $15 million under a demand
note that bears interest at an annual rate of 8.335%.
During fiscal 2004, 2005 and 2006, we leased
approximately 24, 27 and 27 aircraft, respectively, to
Bristow Aviation and received total lease payments of
approximately $15.5 million, $17.7 million and
$19.8 million, respectively. During fiscal 2004, 2005 and
2006, Bristow Aviation leased approximately five, four and four
aircraft, respectively, to us, and we paid total lease payments
of $3.0 million, $2.4 million and $3.2 million
respectively.
The foregoing transactions with Bristow Aviation are eliminated
for financial reporting purposes in consolidation.
29
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 will be to reduce the cost of the
guaranteed return to the other shareholders by $2.3 million
on an annual basis.
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 2006, the amount paid to Caledonia
was £72,141 ($128,887) representing the amount due from
January 1, 2005 to December 31, 2005. Subsequent to
March 31, 2006, the Company has paid to Caledonia
£16,858 ($29,655) representing the amount due from
January 1, 2006 to March 31, 2006.
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 the
fiscal year ended March 31, 2006, and other information,
all filing requirements for the Section 16 Persons have
been complied with during or with respect to the fiscal year
ended March 31, 2006 except that one Form 3 was filed
late by Elizabeth D. Brumley, one Form 4 was filed late by
Stephen J. Cannon with respect to one grant of options for
shares of common stock, one Form 4 was filed late by
Michael R. Suldo with respect to one grant of certain options
for shares of common stock and one Form 4 was filed late by
Michael R. Suldo with respect to one disposal of certain of
Mr. Suldos shares by his 401(k) plan administrator,
and one form 4 was filed late by Perry L. Elders with
respect to one grant of options for shares of common stock.
Items of Business to Be Acted Upon at the Meeting
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Item 1. |
ELECTION OF DIRECTORS |
The Board of Directors 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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Peter N. Buckley |
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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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Robert W. Waldrup |
Biographical information for these nominees can be found on
pages 7, 8 and 9 of this proxy statement.
30
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Item 2. |
APPROVAL AND RATIFICATION OF THE COMPANYS
INDEPENDENT AUDITOR |
The Board of Directors recommends that you vote FOR the
approval and ratification of the selection of KPMG LLP as the
Companys independent auditors for the fiscal year ending
March 31, 2007.
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 PROPOSAL TO APPROVE AND RATIFY THE
COMPANYS INDEPENDENT AUDITORS.
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 the
fiscal year ended March 31, 2006. 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 26, 2006, the requester was a beneficial
owner of shares entitled to vote at the Annual Meeting.
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By Order of the Board of Directors |
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Randall A. Stafford |
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Vice President and General Counsel, |
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Corporate Secretary |
July 7, 2006
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APPENDIX A
Bristow Group Inc.
Standards for Independent Directors
A director shall qualify as independent if the Board of
Directors, based on all relevant facts and circumstances and the
standards adopted by the Board of Directors, affirmatively
determines that the director has no material relationship with
Bristow Group Inc. (Bristow Group) either directly
or as a partner, stockholder or officer of an organization that
has a relationship with Bristow Group.
The Board of Directors adopts the following categorical
standards to assist it in making its determination of
independence.
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(1) A director may be found to be independent even if the
director owns a significant amount of Bristow Group stock. |
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(2) A director who is an employee, or whose immediate
family member is an executive officer, of Bristow Group shall
not be considered to be independent until three years after the
end of such employment. |
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(3) A director who receives, or whose immediate family
member receives, more than $100,000 per fiscal year in
direct compensation from Bristow Group, other than director and
committee fees and pension or other forms of deferred
compensation for prior service that are not contingent in any
way on continued service, shall not be considered independent
until three years after he or she ceases to receive more than
$100,000 per fiscal year in such compensation. |
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(a) Compensation received by a director for former service
as an interim Chairman or Chief Executive Officer is not to be
considered in determining independence under this test. |
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(b) Compensation received by an immediate family member of
a director for service as a non-executive employee of Bristow
Group is not to be considered in determining independence under
this test. |
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(c) Payments to directors as reimbursement of travel
expenses related to Bristow Groups business and dividends
received on Bristow Group stock shall not be considered
compensation to the director. |
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(4) A director who is affiliated with or employed by, or
whose immediate family member is affiliated with or employed in
a professional capacity by, a current or former internal or
external auditor of Bristow Group shall not be considered
independent until three years after the end of the affiliation
or the employment or auditing relationship. |
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(5) A director who is employed, or whose immediate family
member is employed, as an executive officer of another company
where any of the present executive officers of Bristow Group
serves on that other companys compensation committee shall
not be considered independent until three years after the end of
such service or the employment relationship. |
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(6) A director who is an executive officer or employee, or
whose immediate family member is an executive officer, of a
company that makes payments to, or receives payments from,
Bristow Group of property or services in an amount which, in any
single fiscal year, exceeds the greater of $1 million or 2%
of such other companys consolidated gross revenues, shall
not be considered independent until three fiscal years after
falling below such threshold. |
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(a) In applying the above standard, both the payments and
the consolidated revenues measured shall be those reported in
the last completed fiscal year. |
A-1
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(b) In applying the above standard, only the financial
relationship between Bristow Group and the current employer of
the director or the immediate family member will be considered;
no former employer of either the director or the immediate
family member will be considered. |
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(c) In applying the above standard, a charitable
organization shall not be considered a company. |
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(7) A director may be found independent if charitable
contributions are made by Bristow Group to any organization in
which such director serves as an executive officer if, within
the preceding three fiscal years, contributions in any single
fiscal year did not exceed the greater of $1 million or 2%
of such other organizations consolidated gross income. |
For purposes of the above standards, the following definitions
shall apply:
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An immediate family member includes the
persons spouse, parents, children, siblings, mothers and
fathers-in-law, sons
and daughters-in-law,
brothers and
sisters-in-law and
anyone, other than domestic employees, who share such
persons home but does not include individuals who are no
longer immediate family members as a result of legal separation
or divorce or those who have died or become incapacitated. |
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A company includes any parent or subsidiary in a
consolidated group with the company. |
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Bristow Group includes Bristow Group Inc. and any
direct or indirect subsidiary. |
A-2
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PROXY |
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BRISTOW GROUP INC. |
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This Proxy is Solicited on Behalf of the Board of Directors |
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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 if personally present at the Annual
Meeting of Stockholders to be held at the Westchase Marriott Hotel,Houston, Texas, on Monday, August 3, 2006, at 10:00 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. |
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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. |
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The Board of Directors of the Companys 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, 2007. |
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THIS PROXY IS CONTINUED ON THE REVERSE SIDE. PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY. |
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Address
Change/Comments (Mark the corresponding box on the
reverse side) |
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Please
Mark Here
for Address
Change or
Comments
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SEE REVERSE SIDE |
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FOR
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AGAINST
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ABSTAIN |
1) Election of the following
nominees as Directors:
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2) |
Approval and ratification of the
selection of KPMG
LLP as the Companys independent
auditors for
the fiscal year ending March 31, 2007. |
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FOR
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WITHHOLD |
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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 Peter N. Buckley, 04 Stephen J.
Cannon,
05 Jonathan H. Cartwright, 06 William E.
Chiles, 07 Michael A. Flick, 08 Thomas C.
Knudson,
09 Ken C. Tamblyn, and 10 Robert W. Waldrup.
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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, 2006 and
hereby revokes any
proxy or proxies heretofore given.
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Dated: |
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Signature |
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Signature |
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Please mark, date and sign as your account name appears
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. |
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.
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Internet
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Telephone
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Mail |
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http://www.proxyvoting.com/brs
Use the Internet to vote your proxy.
Have your proxy card in hand when
you access the Web site.
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1-866-540-5760
Use any touch-tone telephone to
vote your proxy. Have your proxy
card in hand when you call.
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Mark, sign and
date
your proxy card
and
return it in the
enclosed postage-paid
envelope. |
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OR
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OR
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If you vote your proxy by Internet or by telephone,
you do NOT need to mail back your proxy card.