8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________________

FORM 8-K

_________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 5, 2016

_________________________________________________

Bristow Group Inc.

(Exact name of registrant as specified in its charter)

_________________________________________________

Delaware  (State or other jurisdiction  of incorporation) 001-31617  (Commission File Number) 72-0679819  (IRS Employer  Identification No.)

2103 City West Blvd.,  4^th Floor  Houston, Texas  (Address of principal executive offices) 77042  (Zip Code) 

Registrant's telephone number, including area code: (713) 267-7600

Former Name or Former Address, if Changed Since Last Report: NONE

_________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 5, 2016, Bristow Group Inc. (the “Company”) announced the appointment effective immediately of Mr. William “Bill” Collins as Senior Vice President, Operations of the Company. Prior to joining the Company, Mr. Collins, age 57, had most recently been the Corporate Vice President, Aircraft, Engine, and Components Operations of American Airlines from October 2010 to February 2016. Mr. Collins also held various positions of increasing seniority within the aviation division of General Electric from 2004 to 2010 ultimately serving as the Vice President and General Manger, Electric Power of General Electric in 2010. Prior to joining General Electric in 2004, Mr. Collins worked as a Business Director of the Americas for Moog, Inc. from 2003 to 2004, as a General Manager and Group Director for Bell Technologies, Inc. from 1997 to 2003, as a Vice President and Program Director for USIC/NCM Inc. from 1991 to 1997 and as an Engineering Manager for Texas Instruments, Inc. from 1983 to 1991. Mr. Collins holds a Bachelor of Science degree in Electrical Engineering from the Rochester Institute of Technology.

The terms of Mr. Collins’ employment are set forth in an employment term sheet (the “Collins Compensation Package”), a copy of which is filed as Exhibit 10.1 to this report. Mr. Collins will serve as Senior Vice President, Operations of the Company and will report to Jonathan E. Baliff, President and Chief Executive Officer of the Company. Pursuant to the Collins Compensation Package, Mr. Collins’ starting annual salary will be $325,000, and he will be eligible to participate in the Company’s annual incentive compensation plan with a target bonus of 65% of base salary and a maximum bonus of 162.5% of base salary. His actual bonus payment for fiscal year 2017 will be pro rated based on the number of days that he was employed by the Company during the fiscal year. Mr. Collins did not receive a sign-on equity or cash award. The Company will credit an annual amount to Mr. Collins’ deferred compensation plan account equal to the difference between the percentage matching contribution made by the Company to Mr. Collins’ 401(k) plan account, and up to 15% of his annual salary and bonus. Going forward, Mr. Collins will be eligible under the Company’s 2007 Long Term Incentive Plan for annual grants each June with a target value currently set at 240% of his base salary, subject to the Company’s annual evaluation of such percentage in respect of competitive market data. Mr. Collins will be considered a Tier II employee for purposes of the Company’s standard severance policy for U.S. employees, which provides for severance benefits of, among other things, one year base salary, the full annual incentive plan award at target and a pro rata portion of the annual incentive award at target.

As most recently disclosed in the Company’s Form 8-K dated August 3, 2016 (the “August Form 8-K”), the Company temporarily combined on April 18, 2016 the previously separate offices of (i) Senior Vice President and Chief Operating Officer of the Company and (ii) Senior Vice President and Chief Corporate Development, New Ventures and Strategy Officer of the Company into an interim executive officer position of Senior Vice President, Operations and Chief Commercial Officer. Mr. Chet Akiri, age 44, who had served as the Company’s Senior Vice President and Chief Corporate Development, New Ventures and Strategy Officer since September 2, 2014, became the Senior Vice President, Operations and Chief Commercial Officer effective April 18, 2016. On August 3, 2016, the Board approved the further expansion of his role to include oversight of the Company’s government regulations activities. With the hiring of Mr. Collins effective October 5, 2016 to serve as Senior Vice President, Operations of the Company, Mr. Akiri’s title changed on such date from “Senior Vice President, Operations and Chief Commercial Officer” to “Senior Vice President and Chief Commercial Officer” of the Company.

The description of the Collins Compensation Package set forth above is qualified in its entirety by the Collins Compensation Package, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The description of the payments, awards and benefits above is qualified in its entirety by (i) the Bristow Group Inc. Management Severance Benefits Plan for U.S. Employees, which is filed as Exhibit 10.70 to the Form 10‑K filed by the Company on May 20, 2015 and is incorporated herein by reference, and (ii) the Bristow Group Inc. Fiscal Year 2015 Annual Incentive Compensation Plan, which is filed as Exhibit 10.5 to the Form 8-K filed by the Company on June 10, 2014 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On October 5, 2016, the Company issued a press release announcing the appointment of Mr. Collins as Senior Vice President, Operations of the Company, a copy of which is furnished with this report as Exhibit 99.1. 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit	Description of Exhibit
10.1	Compensation Package for Mr. Collins
99.1	Press Release dated October 5, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BRISTOW GROUP INC.
Date: October 5, 2016	By:	/s/ E. Chipman Earle
		E. Chipman Earle Senior Vice President, Chief Legal & Support Officer and Corporate Secretary

EX-10.1

Senior Vice President, Operations

Compensation Package

Employer and Location: Bristow Group Inc. located at 2103 City West Blvd., 4^th Floor, Houston, Texas 77042

Compensation Structure: US based employment

Base Salary: $325,000 per year

Bonus Percentage: Participation in the Incentive Compensation Plan including cash bonuses and stock options and grants in accordance with an Officer position. Current annual incentive compensation at this level is a target bonus of 65% of Base Salary with a maximum of 162.5% of Base Salary.

LTIP: Current target value of the Long Term Incentive Program at 240% of base salary. You will be eligible to participate in the next annual grant scheduled for June 2017.    

Health & Benefit Plans: Standard coverage in the US

Executive Life Insurance: In addition to standard coverage, you are eligible for additional life coverage of $500,000 with the premium paid by Bristow.

401(k) Plan and Matching: Standard 3% match + an additional 3% of base salary at the end of the calendar year based on eligible compensation for the year.

Deferred Compensation: In addition to the 401(k) Plan, you are also enrolled in a deferred compensation plan which will “top up” all 401k contributions made to 15%. Additionally you may elect to defer a portion of your base salary and/or annual bonus in to this plan. All assets are held in a Rabbi Trust and therefore open to general creditors.

Change of Control: Included in the standard severance policy which provides three (3) times the sum of your annual base salary and your highest annual bonus should the termination occurs during or at the end of a Change in Control period.

Termination without Cause: Standard severance policy which provides payment of one (1) year base salary, full vesting of your outstanding LTIP awards and payment of your annual bonus prorated to date of separation.

Bristow Group Inc.    2103 City West Blvd., 4th Floor, Houston, Texas 77042 United States
t (713) 267 7600 bristowgroup.com

EX-99.1

Exhibit 99.1

Press Release

BRISTOW GROUP APPOINTS WILLIAM “BILL” COLLINS

TO SENIOR VICE PRESIDENT GLOBAL OPERATIONS

HOUSTON, Oct. 5, 2016 – Bristow Group today announced the appointment of William “Bill” Collins to senior vice president global operations, responsible for overseeing safe and reliable helicopter and airplane operations across Bristow’s business. In his new role, Collins will focus on improving operational safety, reliability and efficiency for clients, reporting directly to Bristow Group President and Chief Executive Officer Jonathan Baliff.

Collins assumes the senior vice president global operations role from Chet Akiri, who has been serving as acting senior vice president global operations in addition to his role as chief commercial officer since April 2016. With this change, Akiri, as Bristow’s chief commercial officer, will be responsible for all revenue for the company, including the company’s core oil and gas business as well as new revenue growth opportunities from its continued diversification into other commercial and government sectors. Akiri will continue to report to Baliff, President and CEO of Bristow Group.

“Bill has a proven commitment to aviation safety, with extensive experience in fixed-wing and maintenance operations, and has successfully worked in aviation, engineering and technical companies with increasing levels of leadership responsibility in functions including operations, support and sales, in the U.S., and overseas,” said Baliff. “He has the expertise to integrate our rotary and fixed-wing business into a worldwide aviation operation, while improving safety performance and continuing our operational excellence and transformation. His commercial aviation experience and operational knowledge and insight are welcome additions to our senior leadership team.”

Collins joins Bristow from American Airlines, where he most recently served as vice president, aircraft, engine and components operations responsible for the airlines’ aircraft overhaul division in the Americas, Asia and Europe. While at American, Collins was successful in realizing $450 million in cost savings and improved operational efficiencies. Prior to joining the airline, Collins held various positions of increasing seniority within the Aviation Systems

(more)

BRISTOW GROUP APPOINTS COLLINS/PAGE 2

division of General Electric from 2004 to 2010, ultimately serving as the vice president and general manager. Previous to General Electric, Collins held leadership positions at Moog, Inc., Bell Technologies, the U.S. Department of Defense and the U.S. Department of Energy.

Ends

About Bristow Group Inc.
Bristow Group Inc. (NYSE: BRS) is the leading provider of industrial aviation services offering exceptional transportation, search and rescue (SAR) and aircraft support services, including helicopter maintenance and training, to government and civil organizations worldwide. With headquarters in Houston, Texas, Bristow has major operations in the North Sea, Nigeria, the U.S. Gulf of Mexico, and in most of the other major offshore oil and gas producing regions of the world, including Australia, Brazil, Canada, Russia and Trinidad. Bristow provides SAR services to the private sector in Australia, Canada, Guyana, Norway, Russia and Trinidad, and to the public sector for all of the UK on behalf of the Maritime and Coastguard Agency.

Media Contact:

Julie King

Bristow Group

Phone: +1-832-551-9814

E-mail: julie.king@bristowgroup.com

Investor Contact:

Linda McNeill

Bristow Group

Phone: +1-713-267-7622

E-mail: linda.mcneill@bristowgroup.com