|
Check
the appropriate box:
|
£
|
Preliminary
Proxy Statement
|
£
|
Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
|
R
|
Definitive
Proxy Statement
|
£
|
Definitive
Additional Materials
|
£
|
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)
|
R
|
No
fee required.
|
£
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
(1)
Title of each class of securities to which transaction
applies:
|
|
(2)
Aggregate number of securities to which transaction
applies:
|
|
(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):
|
|
(4) Proposed
maximum aggregate value of transaction:
|
|
(5) Total
fee paid:
|
|
£
|
Fee
paid previously with preliminary
materials.
|
£
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
|
(1) Amount
Previously Paid:
|
|
(2) Form,
Schedule or Registration Statement No.:
|
|
(3) Filing
Party:
|
|
(4) Date
Filed:
|
|
|
1.
|
To
elect as directors the nominees named in this proxy statement to serve
until the next Annual Meeting of the Stockholders and until their
successors are chosen and have
qualified;
|
|
2.
|
To
consider and act upon a proposal to approve and ratify the selection of
KPMG LLP as the Company’s independent auditors for the fiscal year ending
March 31, 2010; and
|
|
3.
|
To
transact such other business as may properly come before the meeting and
any postponements or adjournments
thereof.
|
TABLE OF CONTENTS
|
|||
Page
|
|||
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
|
|||
I.
|
GENERAL
INFORMATION
|
1
|
|
II.
|
CORPORATE
GOVERNANCE
|
3
|
|
III.
|
COMMITTEES
OF THE BOARD OF DIRECTORS
|
6
|
|
IV.
|
ELECTION
OF THE NOMINEES AS DIRECTORS
|
8
|
|
V.
|
EXECUTIVE
OFFICERS OF THE REGISTRANT
|
11
|
|
VI.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
13
|
|
VII.
|
COMPENSATION
DISCUSSION AND ANALYSIS
|
16
|
|
VIII.
|
DIRECTOR
AND EXECUTIVE OFFICER COMPENSATION
|
23
|
|
IX.
|
COMPENSATION
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
|
32
|
|
X.
|
AUDIT
COMMITTEE REPORT
|
33
|
|
XI.
|
RELATIONSHIP
WITH INDEPENDENT PUBLIC ACCOUNTANTS
|
34
|
|
XII.
|
OTHER
MATTERS
|
36
|
|
Item
1
|
ELECTION
OF THE NOMINEES NAMED IN THIS PROXY STATEMENT AS DIRECTORS
|
38
|
|
Item
2
|
APPROVAL
AND RATIFICATION OF THE COMPANY’S INDEPENDENT AUDITOR
|
39
|
|
•
|
election
of the nominees named in this proxy statement as directors;
and
|
|
•
|
approval
and ratification of the Company’s independent
auditors.
|
|
•
|
directors
will resign from our Board effective at the Annual Meeting of Stockholders
following their seventy-second birthday, unless two-thirds of the members
of our Board (with no independent director dissenting) determine
otherwise;
|
|
•
|
employee
directors will resign from our Board when they retire, resign or otherwise
cease to be employed by the
Company; and
|
|
•
|
a
non-employee director who retires or changes his or her principal job
responsibilities will offer to resign from our Board and the Governance
and Nominating Committee of our Board will assess the situation and
recommend to the full Board whether to accept the
resignation.
|
|
•
|
The
nominee’s name, age and business and residence
addresses;
|
|
•
|
The
nominee’s principal occupation or
employment;
|
|
•
|
The
class and number of our shares, if any, owned by the
nominee;
|
|
•
|
The
name and address of the stockholder as they appear on our
books;
|
|
•
|
The
class and number of our shares owned by the stockholder as of the record
date for the Annual Meeting (if this date has been announced) and as of
the date of the notice;
|
|
•
|
A
representation that the stockholder intends to appear in person or by
proxy at the meeting to nominate the candidate specified in the
notice;
|
|
•
|
A
description of all arrangements or understandings between the stockholder
and the nominee; and
|
|
•
|
Any
other information regarding the nominee or stockholder that would be
required to be included in a proxy statement relating to the election of
directors.
|
|
•
|
If
the person submitting the communication is a security holder, a statement
of the type and amount of the securities of the Company that the person
holds; or, if the person is not a shareholder, a statement regarding the
nature of the person’s interest in the Company;
and
|
|
•
|
The
address, telephone number and e-mail address, if any, of the person
submitting the communication.
|
Name of Committee and
Members
|
Number
of Meetings
in Fiscal Year 2009
|
AUDIT(1)
|
4
|
Ken
C. Tamblyn
Thomas
N. Amonett
Stephen
J. Cannon
Jonathan
H. Cartwright
Michael
A. Flick
|
|
COMPENSATION(1)
|
5
|
Michael
A. Flick
Thomas
N. Amonett
Charles
F. Bolden, Jr.
William
P. Wyatt
|
|
GOVERNANCE
AND NOMINATING(1)
|
2
|
Thomas
C. Knudson
Charles
F. Bolden, Jr.
Stephen
J. Cannon
Jonathan
H. Cartwright
|
(1)
|
As
of May 20, 2009, all members of the Audit, Compensation and Governance and
Nominating Committees were independent as defined by the applicable NYSE
rules.
|
|
•
|
an
understanding of generally accepted accounting principles and financial
statements;
|
|
•
|
an
ability to assess the general application of such principles in connection
with accounting for estimates, accruals and
reserves;
|
|
•
|
experience
preparing, auditing, analyzing or evaluating financial statements that
present a breadth and level of complexity of accounting issues that are
generally comparable to the breadth and level of complexity of issues that
can reasonably be expected to be raised by the Company’s financial
statements, or experience actively supervising one or more persons engaged
in such activities;
|
|
•
|
an
understanding of internal controls and procedures for financial
reporting; and
|
|
•
|
an
understanding of audit committee
functions.
|
|
•
|
education
and experience as a principal financial officer, principal accounting
officer, controller, public accountant or auditor or experience in one or
more positions that involve the performance of similar
functions;
|
|
•
|
experience
actively supervising a principal financial officer, principal accounting
officer, controller, public accountant, auditor or person performing
similar functions;
|
|
•
|
experience
overseeing or assessing the performance of companies or public accountants
with respect to the preparation, auditing or evaluation of financial
statements or other relevant
experience.
|
|
•
|
approves
the compensation of the Chief Executive Officer and all other executive
officers;
|
|
•
|
evaluates
the performance of the Chief Executive Officer against approved
performance goals and other objectives and reports its findings to our
Board;
|
|
•
|
reviews
and approves changes in certain employee benefits and incentive
compensation plans which affect executive officer
compensation;
|
|
•
|
reviews
and makes recommendations with respect to changes in equity-based plans
and director compensation; and
|
|
•
|
identifying
individuals qualified to become members of our Board consistent with
criteria approved by our Board;
|
|
•
|
recommending
to our Board the director nominees to fill vacancies and to stand for
election at the next annual meeting of
stockholders;
|
|
•
|
developing
and recommending to our Board the corporate governance principles to be
applicable to the Company;
|
|
•
|
recommending
committee assignments for directors to our
Board; and
|
|
•
|
overseeing
an annual review of our Board’s
performance.
|
(1)
|
Jonathan
H. Cartwright and William P. Wyatt, directors and executive officers of
Caledonia, were designated by Caledonia for election to our Board pursuant
to a Master Agreement dated December 12, 1996 among the Company, a
predecessor in interest to Caledonia and certain other persons in
connection with our acquisition of 49% and other substantial interests in
Bristow Aviation Holdings Limited. The Master Agreement
provides that so long as Caledonia owns (1) at least
1,000,000 shares of common stock of the Company or (2) at least
49% of the total outstanding ordinary shares of Bristow Aviation Holdings
Limited, Caledonia will have the right to designate two persons for
nomination to our Board and to replace any directors so
nominated. According to a Form 13D/A filed on June 26, 2008
with the Securities and Exchange Commission, Caledonia is the direct
beneficial owner of 2,256,880 shares of our common
stock.
|
Name
|
Age
|
Position Held with
Registrant
|
William
E. Chiles
|
60
|
President,
Chief Executive Officer and Director
|
Richard
D. Burman
|
55
|
Senior
Vice President, Eastern Hemisphere
|
Patrick
Corr
|
50
|
Senior
Vice President, Global Training
|
Mark
B. Duncan
|
47
|
Senior
Vice President, Western Hemisphere
|
Joseph
A. Baj
|
51
|
Vice
President and Treasurer
|
Elizabeth
D. Brumley
|
50
|
Vice
President, Finance and Acting Chief Financial Officer
|
Mark
H. Frank
|
47
|
Vice
President, Management Information and Planning
|
Meera
Sikka
|
51
|
Vice
President, Global Business Development
|
Randall
A. Stafford
|
53
|
Vice
President and General Counsel, Corporate Secretary
|
Hilary
S. Ware
|
52
|
Vice
President, Global Human
Resources
|
Name and Address of Beneficial
Owner
|
Amount
Beneficially
Owned
|
Title
Of
Class
|
Percent
Of Class(1)
|
FMR
LLC
|
3,575,800(2)
|
Common
|
12.2%
|
82
Devonshire Street
Boston,
MA 02109
|
|||
Third
Avenue Management LLC
|
2,947,797(3)
|
Common
|
10%
|
622
Third Avenue, 32nd
Floor
New
York, NY 10017
|
|||
Lord
Abbett & Co. LLC
|
2,622,275(4)
|
Common
|
8.9%
|
90
Hudson Street
Jersey
City, NJ 07302
|
|||
Caledonia
Investments plc
|
2,256,880(5)
|
Common
|
7.7%
|
Cayzer
House, 30 Buckingham Gate
London,
England SW1 E6NN
|
|||
Credit
Suisse
|
2,017,268(6)
|
Common
|
6.9%
|
Uetlibergstrasse
231, P. O. Box
P.
O. Box 900
CH
8070 Zurich, Switzerland
|
|||
Franklin
Resources, Inc.
|
1,987,759(7)
|
Common
|
6.8%
|
One
Parker Plaza, 9th Floor
Fort Lee,
NJ 07024
|
|||
Barclays
Global Investors NA
|
1,816,144(8)
|
Common
|
6.2%
|
45
Fremont Street
San Francisco,
CA 94105
|
|||
Dimensional
Fund Advisors, LP
|
1,554,742(9)
|
Common
|
5.3%
|
1299
Ocean Avenue, 11th Floor
Santa
Monica, CA 90401
|
(1)
|
Percentage
of the common stock of the Company outstanding is based on 29,341,691
shares outstanding as of the Record Date.
|
(2)
|
According
to Schedule 13G/A filed on February 17, 2009 with the Securities
and Exchange Commission, FMR LLC has sole voting power with respect to 200
of such shares of common stock and sole dispositive power with respect to
all 3,575,800 shares of common stock, beneficially
owned. Fidelity Management & Research Company, a
wholly-owned subsidiary of FMR Corp., is the beneficial owner of all
3,575,800 shares of 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
2,600,000 shares of common stock. FMR LLC, through its
ultimate control of Fidelity Research & Management Company and the
investment company funds, has sole power to dispose of all of the
3,575,800 shares owned by the investment company
funds. FMR Corp. does not have the sole power to vote or direct
the voting of the shares owned directly by the investment company funds,
which power resides with the fund’s Boards of Trustees. Fidelity
Management & Research Company carries out the voting of the
shares under written guidelines established by the fund’s Boards of
Trustees.
|
(3)
|
According
to a Schedule 13G filed on February 13, 2009 with the with the Securities
and Exchange Commission, Third Avenue Management LLC (“TAM”) has sole
voting power with respect to 2,797,072 of such shares and sole dispositive
power with respect to all of such shares. TAM has reported
ownership of the shares on behalf of investment companies and various
separately managed accounts for whom TAM acts as investment
advisor.
|
(4)
|
According
to a Schedule 13G/A filed on February 13, 2009 with the with the
Securities and Exchange Commission, Lord Abbett & Co LLC has sole
voting power with respect to 2,358,274 of such shares and sole dispositive
power with respect to all of such shares. Such shares are held
on behalf of investment advisory clients.
|
(5)
|
According
to a Form 13D/A filed on June 26, 2008 with the Securities and
Exchange Commission by (i) Caledonia Investments plc (“Caledonia”) is
the direct beneficial owner of 2,256,880 shares of common stock (which
includes 347,280 shares of common stock issuable upon conversion of
300,000 shares of non-voting 5.50% Mandatory Convertible Preferred
Stock of the Company); and (ii) The Cayzer Trust Company Limited
(“Cayzer Trust”) is an indirect beneficial owner of all of such shares of
common stock given its direct holdings of the securities of Caledonia.
Caledonia and Cayzer Trust claim shared voting and dispositive power over
such shares of common stock.
|
(6)
|
According
to a Schedule 13G filed on February 17, 2009 with the Securities and
Exchange Commission by Credit Suisse, a Swiss Bank on behalf of its
subsidiaries. Credit Suisse reported shared voting and
dispositive power with respect to all of such shares. The
ultimate parent company, Credit Suisse Group (“CSG”), its executive
officers and directors and its direct and indirect subsidiaries may be
deemed to be beneficial owners of such shares. CSG disclaims
beneficial ownership of shares owned by its direct and indirect
subsidiaries.
|
(7)
|
According
to a Schedule 13G/A filed on February 6, 2009 with the Securities and
Exchange Commission, the shares listed are beneficially owned by one or
more open or closed-end investment companies or other managed accounts
that are investment management clients of investment managers that are
direct and indirect investment advisory subsidiaries (the “Investment
Management Subsidiaries”) of Franklin Resources, Inc.
(“FRI”). Investment management contracts generally grant to
such Investment Management Subsidiaries all investment and/or voting power
over the securities owned by clients of the Investment Management
Subsidiaries. Therefore, the Investment Management Subsidiaries
may be deemed to be beneficial owners of such shares. Franklin
Advisory Services, LLC, has sole voting power with respect to
1,935,944 shares of common stock and sole dispositive power with
respect to 1,973,844 shares of common stock. Additionally,
the Schedule 13G/A discloses that Charles B. Johnson and Rupert H.
Johnson, Jr., as principal shareholders of FRI, may be deemed to be the
beneficial owners of the shares of common stock held by the Investment
Management Subsidiaries. FRI, the principal shareholders and
the Investment Management Subsidiaries disclaim any pecuniary interest in
such shares.
|
(8)
|
According
to Schedule 13G filed on February 5, 2009 with the Securities and Exchange
Commission, on behalf of Barclays Global Investors, NA, Barclays Global
Fund Advisors, Barclays Global Investors, Ltd, Barclays Global Investors
Japan Limited, Barclays Global Investors Canada Limited, Barclays Global
Investors Australia Limited and Barclays Global Investors (Deutschland)
AG, filing as a group but without affirming the existence of a
group. None of these entities claims individual beneficial
ownership in excess of five percent of any class of our voting securities;
in the aggregate, these entities claim sole dispositive power with respect
to 1,816,144 shares of common stock, including 1,380,490 shares for which
these entities also claim sole voting power. These entities
state that all such shares are held by them in trust accounts for the
economic benefit of the beneficiaries of those
accounts.
|
(9)
|
According
to a Schedule 13G/A filed on February 9, 2009 with the Securities and
Exchange Commission, Dimensional Fund Advisors LP (“Dimensional”) has sole
dispositive power with respect to and, may beneficially own, all such
shares of common stock. Dimensional has sole voting power with
respect to 1,519,942 of such shares. Dimensional is an
investment advisor registered under Section 203 of the Investment Advisors
Act of 1940, furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and serves as
investment manager to certain other commingled group trusts and separate
accounts. These investment companies, trusts and accounts are
the “Funds.” In its role as investment advisor or manager,
Dimensional possesses investment and/or voting power over all of such
shares of common stock, and may be deemed to be the beneficial owner of
all of such shares of common stock of the Company held by the
Funds. However, all of such shares of common stock reported
above are owned by the Funds. Dimensional disclaims beneficial
ownership of all such shares.
|
Name and Address of Beneficial
Owner
|
Amount
Beneficially
Owned (1)
|
Title
of Class
|
Percent
of
Class (2)
|
||||||
Thomas
N. Amonett
|
19,013 |
Common
|
* | ||||||
Charles
F. Bolden
|
14,064 |
Common
|
* | ||||||
Richard
D. Burman
|
44,732 |
Common
|
* | ||||||
Stephen
J. Cannon
|
23,764 |
Common
|
* | ||||||
Jonathan
H. Cartwright(3)
|
2,297,005 |
Common
|
7.5 | % | |||||
William
E. Chiles
|
206,253 |
Common
|
* | ||||||
Mark
B. Duncan
|
33,699 |
Common
|
* | ||||||
Michael
A. Flick
|
20,013 |
Common
|
* | ||||||
Thomas
C. Knudson
|
34,013 |
Common
|
* | ||||||
Randall
A. Stafford
|
15,966 |
Common
|
* | ||||||
Ken
C. Tamblyn
|
11,764 |
Common
|
* | ||||||
William
P. Wyatt(3)
|
2,261,225 |
Common
|
7.4 | % | |||||
All
Directors, nominees and executive officers as a group (18
persons)(3)
|
2,768,480 |
Common
|
9.0 | % |
*
|
Less
than 1%.
|
(1)
|
Based
on information as of the Record Date supplied by directors, nominees and
executive officers. Unless otherwise indicated, all shares are held by the
named individuals with sole voting and investment power. Stock ownership
described in the table includes for each of the following directors or
executive officers options to purchase within 60 days after the
Record Date the number of shares of common stock indicated after such
director’s or executive officer’s name: Thomas N. Amonett — 18,125
shares; Charles F. Bolden Jr. — 13,125 shares; Richard D.
Burman — 44,732 shares; Stephen J. Cannon —
23,125 shares; Jonathan H. Cartwright — 40,125 shares;
William E. Chiles 151,366 shares; Mark B. Duncan —
33,699 shares; Michael A. Flick — 18,125 shares; Thomas C.
Knudson — 23,125 shares; Randall A. Stafford —
13,966 shares, Ken C. Tamblyn — 8,125 shares and William P.
Wyatt — 3,125 shares. Our directors and executive officers, as a
group, held options to purchase 432,927 shares of our common stock
which may be acquired within 60 days after the Record
Date.
|
(2)
|
Percentages
of our common stock outstanding as of the Record Date.
|
(3)
|
Because
of the relationship of Messrs. Cartwright and Wyatt to Caledonia,
Messrs. Cartwright and Wyatt may be deemed indirect beneficial owners of
the 2,256,880 shares of common stock owned by Caledonia (see
“Holdings of Principal Stockholders”). Pursuant to Rule 16a-1(a)(3),
Messrs. Cartwright and Wyatt are reporting indirect beneficial ownership
of the entire amount of our securities owned by Caledonia but they
disclaim beneficial ownership of such
shares.
|
For
the CEO:
|
Base
pay = 25%
|
Annual
cash incentive compensation at target = 25%
|
|
Long-term
compensation annualized = 45%
|
|
Deferred
compensation = 5%
|
|
For
the other Named Executive Officers:
|
Base
pay = 35%
|
Annual
cash incentive compensation at target = 15%
|
|
Long-term
compensation annualized = 45%
|
|
Deferred
compensation = 5%
|
|
•
|
Consolidated
“EPS” - Fully diluted earnings per share, determined in accordance
with generally accepted accounting principles in the United States of
America.
|
|
•
|
Consolidated
Return on Capital Employed
(“ROCE”).
|
|
•
|
Safety,
including the Company’s consolidated, or a division’s, Total Recordable
Incident Rate (“TRIR”) - the number of incidents per 200,000 labor hours,
for the fiscal year compared to a preset target and Air Accident Rate
(“AAR”) - the number of Flight Accidents per 100,000 flight hours by
the Company or a division compared to a preset
target.
|
|
•
|
Individual
Performance - Individual performance relates specifically to the
individual and is based on an overall performance evaluation of the
individual’s contributions during the year based on a subjective
determination by the individual’s immediate supervisor, or in the case of
Mr. Chiles, the Compensation Committee, compared to individualized
goals set by the supervisor, or in the case of Mr. Chiles, the
Compensation Committee, at the beginning of the fiscal
year. The practice of considering individual performance on a
case-by-case basis permits consideration of flexible criteria, including
current overall market conditions.
|
Safety
|
||||
EPS
|
ROCE
|
TRIR
|
AAR
|
|
KPI
at Expected Level
|
$3.49
|
13.9%
|
0.60
|
0.33
|
Result
|
$3.60
|
15.0%
|
0.45
|
0.66
|
Percentage of Base Salary
|
||||||||
Named Executive Officer
|
Target
|
Maximum
|
||||||
William
E. Chiles
|
100 | % | 200 | % | ||||
Perry
L. Elders
|
75 | % | 150 | % | ||||
Richard
D. Burman
|
50 | % | 100 | % | ||||
Mark
B. Duncan
|
50 | % | 100 | % | ||||
Randall
A. Stafford
|
50 | % | 100 | % | ||||
Michael
R. Suldo
|
N/A | N/A |
|
•
|
Consolidated
EPS, ROCE, Safety, including TRIR and AAR, and Individual
Performance.
|
Weighting
|
||||||||||||||||
Named Executive Officer
|
EPS
|
ROCE
|
Safety
|
Individual
Performance
|
||||||||||||
William
E. Chiles
|
25 | % | 25 | % | 25 | % | 25 | % | ||||||||
Elizabeth
D. Brumley(1)
|
25 | % | 25 | % | 25 | % | 25 | % | ||||||||
Richard
D. Burman
|
25 | % | 25 | % | 25 | % | 25 | % | ||||||||
Mark
B. Duncan
|
25 | % | 25 | % | 25 | % | 25 | % | ||||||||
Randall
A. Stafford
|
25 | % | 25 | % | 25 | % | 25 | % |
Percentage of Base Salary
|
||||||||
Named Executive Officer
|
Target
|
Maximum
|
||||||
William
E. Chiles
|
100 | % | 200 | % | ||||
Elizabeth
D. Brumley(1)
|
40 | % | 80 | % | ||||
Richard
D. Burman
|
50 | % | 100 | % | ||||
Mark
B. Duncan
|
50 | % | 100 | % | ||||
Randall
A. Stafford
|
50 | % | 100 | % |
Officer
|
Performance Cash Target
|
Stock Options
|
Restricted Stock
|
|||||||||
William
E. Chiles
|
$ | 1,000,000 | 74,089 | 30,377 | ||||||||
Elizabeth
D. Brumley
|
$ | 112,933 | 8,367 | 3,431 | ||||||||
Richard
D. Burman
|
$ | 241,385 | 17,884 | 7,332 | ||||||||
Mark
B. Duncan
|
$ | 242,373 | 17,957 | 7,362 | ||||||||
Randall
A. Stafford
|
$ | 201,333 | 14,917 | 6,116 |
Name &
Principal
Position
|
Fiscal Year
|
Salary
($)(1)(2)
|
Stock
Awards
($)(3)
|
Option
Awards
($)(3)
|
Non-Equity
Incentive
Plan
Compensation
($)(4)
|
Change
in Pension
Value
& Nonqualified
Deferred
Compensation
Earnings($)(5)
|
All
Other
Compensation
($)(6)
|
Total($)
|
|||||||||||||||||||||
William
E. Chiles,
|
2009
|
$
|
749,999 | $ | 1,301,315 | $ | 578,390 | $ | 1,050,000 | $ | 319,049 | $ | 3,998,754 | ||||||||||||||||
President &
CEO
|
2008
|
$
|
610,983 | $ | 1,244,613 | $ | 369,852 | $ | 800,000 | — | $ | 223,549 | $ | 3,248,998 | |||||||||||||||
2007
|
$ | 475,303 | $ | 482,709 | $ | 361,380 | $ | 450,328 | — | $ | 196,284 | $ | 1,966,004 | ||||||||||||||||
Perry
L. Elders,
|
2009
|
$ | 454,997 | $ | 428,455 | $ | 284,090 | $ | 448,384 | $ | 130,441 | $ | 1,746,317 | ||||||||||||||||
Executive
VP & CFO(7)
|
2008
|
$ | 428,331 | $ | 310,548 | $ | 190,042 | $ | 381,077 | — | $ | 116,645 | $ | 1,426,643 | |||||||||||||||
2007
|
$ | 357,583 | $ | 127,354 | $ | 69,970 | $ | 317,495 | — | $ | 82,206 | $ | 954,608 | ||||||||||||||||
Richard
D. Burman,
|
2009
|
$ | 252,470 | $ | 225,635 | $ | 155,643 | $ | 174,989 | $ | 51,009 | $ | 859,747 | ||||||||||||||||
Sr.
VP (8)
|
2008
|
$ | 331,488 | $ | 138,951 | $ | 137,149 | $ | 220,720 | — | $ | 51,559 | $ | 879,867 | |||||||||||||||
2007
|
$ | 293,429 | $ | 62,597 | $ | 122,952 | $ | 123,023 | — | $ | 62,811 | $ | 664,812 | ||||||||||||||||
Mark
B. Duncan,
|
2009
|
$ | 325,001 | $ | 237,390 | $ | 165,213 | $ | 225,680 | $ | 84,146 | $ | 1,037,430 | ||||||||||||||||
Sr.
VP
|
2008
|
$ | 308,908 | $ | 142,462 | $ | 117,589 | $ | 201,522 | — | $ | 72,094 | $ | 842,575 | |||||||||||||||
2007
|
$ | 256,150 | $ | 65,383 | $ | 72,255 | $ | 139,165 | — | $ | 73,322 | $ | 606,275 | ||||||||||||||||
Randall
A. Stafford,
|
2009
|
$ | 315,000 | $ | 178,027 | $ | 117,747 | $ | 206,924 | $ | 78,352 | $ | 896,050 | ||||||||||||||||
VP
& GC
|
2008
|
$ | 295,000 | $ | 109,366 | $ | 61,217 | $ | 156,812 | — | $ | 65,988 | $ | 688,383 | |||||||||||||||
2007
|
$ | 227,770 | $ | 36,976 | $ | 19,610 | $ | 107,838 | — | $ | 30,459 | $ | 422,653 | ||||||||||||||||
Michael
R. Suldo,
|
2009
|
$ | 169,308 | $ | 215,523 | $ | 161,817 | $ | 77,712 | — | $ | 1,048,647 | $ | 1,673,007 | |||||||||||||||
Former
Officer(9)
|
2008
|
$ | 309,100 | $ | 613,758 | $ | 266,576 | $ | 127,307 | — | $ | 77,529 | $ | 1,394,270 | |||||||||||||||
2007
|
$ | 260,981 | $ | 88,693 | $ | 80,308 | $ | 153,969 | — | $ | 74,063 | $ | 658,014 |
(1)
|
Under
the terms of their employment agreements, Messrs. Chiles, Elders,
Burman, Duncan and Stafford are entitled to the compensation described
under “Employment Agreements” below.
|
||||||
(2)
|
With
respect to Mr. Elders, includes contributions to our Deferred Compensation
Plan for fiscal years 2009, 2008 and 2007 of $–0–, $26,459
and $19,102 respectively.
|
||||||
(3)
|
The
amounts in this column represent the dollar amount recognized for
financial statement reporting purposes in accordance with Statement of
Financial Accounting Standards (“SFAS”) No. 123(R). Under SEC
rules, the amounts shown exclude the impact of estimated forfeitures with
respect to fiscal year 2009 for stock awards or option awards granted in
fiscal year 2009 and prior fiscal years related to service-based vesting
conditions. For additional information, see note 9 to our
consolidated financial statements in our Annual Report on Form 10-K
for the fiscal year ended March 31, 2009. These amounts reflect our
accounting expense and do not correspond to the actual value that will be
recognized by the executive.
|
||||||
(4)
|
Annual
performance awards approved in June 2009 for fiscal year 2009 and in May
2008 and 2007 for fiscal years 2008 and 2007, respectively, under the
annual incentive compensation plan for such years. With respect
to Mr. Elders, includes $12,700 contributed in 2007 to our Deferred
Compensation Plan. Additionally, during fiscal year 2009, our
Named Executive Officers received grants of performance cash awards under
the Company's 2007 Long-Term Incentive Plan that vest at the end of three
years if certain performance goals have been met. Relevant
performance measures have not been satisfied for these awards;
accordingly, there were no earnings associated with these awards in fiscal
year 2009. See "- Long-Term Incentives" above.
|
||||||
(5)
|
Our
Named Executive Officers did not receive any above-market or preferential
earnings on nonqualified deferred compensation during fiscal years 2007,
2008 or 2009.
|
||||||
(6)
|
Please
see footnote 9 for a discussion of amounts applicable to Mr.
Suldo. Includes for fiscal year
2009:
|
Mr. Chiles
|
Mr. Elders
|
Mr. Burman
|
Mr. Duncan
|
Mr. Stafford
|
||||||||||||||||
Company
401(k) contribution
|
$ | 14,735 | $ | 13,973 | — | $ | 13,904 | $ | 6,900 | |||||||||||
Company
Defined Contribution Plan contribution
|
— | — | $ | 43,886 | — | — | ||||||||||||||
Company-Paid
Life and Disability Insurance
|
$ | 15,384 | $ | 5,866 | $ | 5,394 | $ | 5,670 | $ | 8,388 | ||||||||||
Company
Deferred Compensation Plan Contribution
|
$ | 288,931 | $ | 110,602 | — | $ | 64,573 | $ | 63,064 | |||||||||||
Company-Paid
Private Executive Health Coverage
|
— | — | $ | 1,729 | — | — | ||||||||||||||
Reimbursement
for spousal travel
|
$ | 1,794 | $ | 1,425 | — | $ | 1,376 | $ | 1,317 | |||||||||||
Tax
gross-up for above
|
$ | 1,030 | $ | 818 | — | $ | 724 | $ | 691 |
(7)
|
Mr.
Elders left the employ of the Company in April 2009.
|
||||||
(8)
|
Mr. Burman
is paid in British Pounds Sterling. Cash payment amounts shown are
converted to U.S. dollars at the rates in effect on March 31, 2007
($1.99/£), March 31, 2008 ($1.96/£) and March 31, 2009
($1.43/£).
|
||||||
(9)
|
Mr.
Suldo, formerly our Senior Vice President, Western Hemisphere, left the
employ of the Company in September 2008. Amounts shown under
“All Other Compensation” include $1,037,308 in severance payments pursuant
to his retirement agreement. The remaining amount consisted of
$6,900 in Company contributions to his 401(k) Plan account and $4,439 in
Company paid life and disability
insurance.
|
Estimated
Future Payouts Under
|
Estimated
Future Payouts Under
|
Exercise
|
Grant
Date
|
||||||||||||||||||||||||||||||
Non-Equity Incentive Plan
Awards
|
Equity Incentive Plan
Awards
|
or
Base
|
Fair
Value
|
||||||||||||||||||||||||||||||
Price
of
|
of
Stock
|
||||||||||||||||||||||||||||||||
Option
|
and
Option
|
||||||||||||||||||||||||||||||||
Awards
|
Awards
|
||||||||||||||||||||||||||||||||
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
||||||||||||||||||||||||||||
Name
|
Grant Date
|
($)
|
($)
|
($)
|
(#)
|
(#)
|
(#)
|
($/Sh)
|
($) (1)
|
||||||||||||||||||||||||
Mr.
Chiles
|
June
5, 2008 (3)
|
444,650 | 889,300 | 1,778,600 | — | — | |||||||||||||||||||||||||||
June
5, 2008 (4)
|
— | 16,100 | 16,100 | 809,025 | |||||||||||||||||||||||||||||
June
5, 2008 (5)
|
— | 36,100 | 36,100 | 50.25 | 709,661 | ||||||||||||||||||||||||||||
June
5, 2008 (6)
|
1,050,000 | ||||||||||||||||||||||||||||||||
Mr.
Elders (2)
|
June
5, 2008 (3)
|
182,716 | 365,432 | 730,864 | — | — | |||||||||||||||||||||||||||
June
5, 2008 (4)
|
— | 6,600 | 6,600 | 331,650 | |||||||||||||||||||||||||||||
June
5, 2008 (5)
|
— | 14,800 | 14,800 | 50.25 | 290,941 | ||||||||||||||||||||||||||||
June
5, 2008 (6)
|
448,334 | ||||||||||||||||||||||||||||||||
Mr.
Burman
|
June
5, 2008 (3)
|
150,206 | 300,412 | 600,824 | — | — | |||||||||||||||||||||||||||
June
5, 2008 (4)
|
— | 5,500 | 5,500 | 276,375 | |||||||||||||||||||||||||||||
June
5, 2008 (5)
|
— | 12,200 | 12,200 | 50.25 | 239,830 | ||||||||||||||||||||||||||||
June
5, 2008 (6)
|
174,989 | ||||||||||||||||||||||||||||||||
Mr.
Duncan
|
June
5, 2008 (3)
|
167,036 | 334,072 | 668,144 | — | — | |||||||||||||||||||||||||||
June
5, 2008 (4)
|
— | 6,100 | 6,100 | 306,525 | |||||||||||||||||||||||||||||
June
5, 2008 (5)
|
— | 13,600 | 13,600 | 50.25 | 267,351 | ||||||||||||||||||||||||||||
June
5, 2008 (6)
|
225,680 | ||||||||||||||||||||||||||||||||
Mr.
Stafford
|
June
5, 2008 (3)
|
115,185 | 230,370 | 460,740 | — | — | |||||||||||||||||||||||||||
June
5, 2008 (4)
|
— | 4,200 | 4,200 | 211,050 | |||||||||||||||||||||||||||||
June
5, 2008 (5)
|
— | 9,300 | 9,300 | 50.25 | 182,821 | ||||||||||||||||||||||||||||
June
5, 2008 (6)
|
206,924 | ||||||||||||||||||||||||||||||||
Mr.
Suldo
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
(1)
|
These
amounts represent the full fair value of stock options and shares of
restricted stock granted to each Named Executive Officer during fiscal
year 2009 as calculated under SFAS No. 123(R). For the relevant
assumptions used to determine the valuation of our awards, see Note 9
to our consolidated financial statements in our Annual Report on
Form 10-K for the fiscal year ended March 31,
2009.
|
(2)
|
Pursuant
to Mr. Elders’ employment agreement, all of his outstanding incentive
awards vested upon his April 30, 2009 departure from the
Company. See “Employment Agreements”
below.
|
(3)
|
Performance
cash awards that vest at the end of three years depending on the Company’s
performance in Total Shareholder Return compared to a peer
group.
|
(4)
|
Shares
of restricted stock that vest at the end of three years from the date of
grant.
|
(5)
|
Options
that vest in one-third increments on June 5, 2009, 2010 and
2011.
|
(6)
|
Annual
Incentive Compensation awards that are paid in cash in June 2009 based on
key performance indicators for the fiscal year. See “Annual
Incentive Compensation” above.
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||||||||||||||
Name
|
Number
of Securities
Underlying
Unexercised
Options
(#)
Exercisable(1)
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested(#)
|
Market
Value
of
Shares or
Units
of
Stock
That
Have
Not
Vested($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights That
Have
Not Vested
(#)(2)
|
Equity
Incentive Plan
Awards:
Market or Payout
Value
of Unearned Shares, Units or Other Rights That
Have Not Vested($)(3)
|
||||||||||||||||||||||||
Mr.
Chiles
|
75,000 | — | — | $ | 27.21 |
6/21/14
|
— | — | |||||||||||||||||||||||||
20,000 | — | — | $ | 29.17 |
12/29/15
|
— | — | ||||||||||||||||||||||||||
16,666 | 8,334 | — | $ | 35.06 |
6/14/16
|
— | — | ||||||||||||||||||||||||||
9,666 | 19,334 | — | $ | 46.45 |
5/24/17
|
— | — | ||||||||||||||||||||||||||
— | 36,100 | — | $ | 50.25 |
6/5/18
|
114,000 | $ | 2,443,020 | |||||||||||||||||||||||||
Mr.
Elders(4)
|
6,667 | — | — | $ | 30.25 |
2/16/16
|
— | — | |||||||||||||||||||||||||
8,000 | 4,000 | — | $ | 35.06 |
6/14/16
|
— | — | ||||||||||||||||||||||||||
6,666 | 13,334 | — | $ | 46.45 |
5/24/17
|
— | — | ||||||||||||||||||||||||||
— | 14,800 | — | $ | 50.25 |
6/5/18
|
41,100 | $ | 880,773 | |||||||||||||||||||||||||
Mr.
Burman
|
24,000 | — | — | $ | 36.61 |
11/1/14
|
— | — | |||||||||||||||||||||||||
5,000 | — | — | $ | 29.17 |
12/29/15
|
— | — | ||||||||||||||||||||||||||
4,000 | 2,000 | — | $ | 35.06 |
6/14/16
|
— | — | ||||||||||||||||||||||||||
2,833 | 5,667 | — | $ | 46.45 |
5/24/17
|
— | — | ||||||||||||||||||||||||||
— | 12,200 | — | $ | 50.25 |
6/5/18
|
21,600 | $ | 462,888 | |||||||||||||||||||||||||
Mr.
Duncan
|
12,200 | — | — | $ | 29.82 |
1/24/15
|
— | — | |||||||||||||||||||||||||
5,000 | — | — | $ | 29.17 |
12/29/15
|
— | — | ||||||||||||||||||||||||||
4,333 | 2,167 | — | $ | 35.06 |
6/14/16
|
— | — | ||||||||||||||||||||||||||
2,833 | 5,667 | — | $ | 46.45 |
5/24/17
|
— | — | ||||||||||||||||||||||||||
— | 13,600 | — | $ | 50.25 |
6/5/18
|
22,700 | $ | 486,461 | |||||||||||||||||||||||||
Mr.
Stafford
|
4,133 | 2,067 | — | $ | 34.15 |
5/22/16
|
— | — | |||||||||||||||||||||||||
2,333 | 4,667 | — | $ | 46.45 |
5/24/17
|
— | — | ||||||||||||||||||||||||||
— | 9,300 | — | $ | 50.25 |
6/5/18
|
— | — | 15,500 | $ | 332,165 | |||||||||||||||||||||||
Mr.
Suldo
|
— | — | — | — |
—
|
— | — | — | — |
(1)
|
Options
become exercisable in three equal annual installments after the date of
grant.
|
(2)
|
Performance
Restricted Stock Units (“PRSUs”) that vest on the third, fourth or fifth
anniversary of the date of grant provided total shareholder return as
defined in the awards over the applicable performance period attains
certain predesignated levels. The PRSUs give the holder the
right to receive up to one share of common stock per unit subject to the
attainment of certain performance goals. To receive one share for each
unit granted on the third or, if not on the third, the fifth anniversary
of the Grant Date, the Company’s Cumulative Average Total Shareholder
Return must have met or exceeded 3%. If the performance measure is not
achieved by the fifth anniversary date, the PRSUs expire and no stock is
received by the participant. “Cumulative Average Total Shareholder Return”
for any period equals (1) 100% multiplied by (2) a fraction,
(i) the numerator of which is (x) the Average Market Value (as
defined below) during such period of the number of shares of Stock which
had a Market Value of $100 as of the first day of such period, assuming
the reinvestment of any dividends paid with respect to such shares during
such period on a pre-tax basis in additional shares and taking into
account any stock splits, reclassifications or any similar events minus
(y) $100, and (ii) the denominator of which is 100. For purposes
of this paragraph, the Market Value of a share of Stock on the first and
last day of any such period is equal to the average of the 20 closing
prices of such a share for the 20 consecutive trading days concluding on
such day (or, if such day is not a trading day, concluding on the final
trading day immediately preceding such
day).
|
(3)
|
This
column represents the closing price of our common stock on March 31,
2009 of $21.43 multiplied by the number of shares of restricted
stock.
|
(4)
|
Pursuant
to Mr. Elders’ employment agreement, all of his outstanding incentive
awards vested upon his April 30, 2009 departure from the
Company. See “Employment Agreements”
above.
|
Option Awards
|
Stock Awards
|
|||||||||||||||
Name
|
Number
of Shares
Acquired on Exercise (#)
|
Value
Realized
on Exercise ($)
|
Number
of Shares
Acquired on
Vesting (#)
|
Value
Realized
on Vesting ($)
|
||||||||||||
Mr.
Chiles
|
— | — | — | — | ||||||||||||
Mr.
Elders
|
— | — | — | — | ||||||||||||
Mr.
Burman
|
— | — | — | — | ||||||||||||
Mr.
Duncan
|
— | — | — | — | ||||||||||||
Mr.
Stafford
|
— | — | — | — | ||||||||||||
Mr.
Suldo
|
3,000 | $ | 25,260 | 20,300 | $ | 748,298 |
Name
|
Executive
Contributions
in
Last FY ($)(1)
|
Registrant
Contributions
in
Last FY ($)(2)
|
Aggregate
Earnings
in
Last FY ($)
|
Aggregate
Withdrawals/
Distributions ($)
|
Aggregate
Balance
at
Last FYE ($)
|
|||||||||||||||
Mr.
Chiles
|
— | 288,931 | (171,296 | ) | — | 677,523 | ||||||||||||||
Mr.
Elders
|
— | 110,602 | (34,594 | ) | — | 266,432 | ||||||||||||||
Mr.
Burman
|
— | -0- | -0- | — | -0- | |||||||||||||||
Mr.
Duncan
|
— | 64,573 | (53,125 | ) | — | 138,863 | ||||||||||||||
Mr.
Stafford
|
— | 63,064 | (17,714 | ) | — | 114,388 | ||||||||||||||
Mr.
Suldo
|
— | — | (69,181 | ) | — | 109,818 |
(1)
|
Executive
contributions are included in such executive’s salary and bonus amounts,
as applicable, as reported in the Summary Compensation
Table.
|
(2)
|
Registrant
contributions in last fiscal year are included in all other compensation
in the Summary Compensation Table.
|
Salary
Multiple (1)
|
Target
Bonus
Multiple (2)
|
Vesting of
Equity Awards (3)
|
Extended
Health
and other
Benefits (4)
|
Tax
Gross-Up
|
Total
|
|||||||||||||||||||
Mr.
Chiles
|
$ | 1,350,000 | $ | 1,350,000 | $ | 2,443,020 | $ | 83,342 | $ | 1,590,212 | $ | 6,816,574 | ||||||||||||
Mr.
Elders(5)
|
$ | 910,000 | $ | 682,500 | $ | 880,773 | $ | 16,671 | — | $ | 2,489,944 | |||||||||||||
Mr.
Burman
|
$ | 504,940 | $ | 252,470 | $ | 462,888 | $ | 6,316 | — | $ | 1,226,615 | |||||||||||||
Mr.
Duncan(6)
|
$ | 487,500 | $ | 243,750 | $ | 486,461 | $ | 16,671 | — | $ | 1,234,382 | |||||||||||||
Mr.
Stafford
|
$ | 630,000 | $ | 315,000 | $ | 332,165 | $ | 16,671 | — | $ | 1,293,836 |
(1)
|
Assumes
the salary in effect on April 1, 2009.
|
(2)
|
Assumes
target bonus percentage in effect on April 1,
2009.
|
(3)
|
Assumes
that the triggering event took place on March 31, 2009, the last
business day of fiscal year 2009, and the price per share of $21.43, the
closing market price of our common stock as of that
date.
|
(4)
|
Varies
according to individual choice of medical plan. Accordingly, the amount
shown assumes an employee choice which would result in the largest amount
the Company would be responsible for. The amount for Mr. Chiles
includes $50,000 for outplacement services.
|
(5)
|
On
April 30, 2009, Mr. Elders departed the employ of the
Company. He will receive the severance payments set forth in
the table in accordance with the termination without Cause provisions of
his employment agreement.
|
(6)
|
Mr. Duncan
is also entitled to six months prior notice of
termination.
|
Salary
Multiple
|
Highest
Annual
Bonus Multiple
|
Vesting
of
Equity
Awards (1)
|
Extended
Health
Benefits (2)
|
Tax
Gross Up
|
Total
|
|||||||||||||||||||
Mr.
Chiles
|
$ | 2,025,000 | $ | 2,400,000 | $ | 2,443,020 | $ | 83,342 | $ | 2,388,824 | $ | 9,340,186 | ||||||||||||
Mr.
Elders
|
N/A | N/A | N/A | N/A | — | N/A | ||||||||||||||||||
Mr.
Burman
|
$ | 757,410 | $ | 757,410 | $ | 462,888 | $ | 6,316 | — | $ | 1,984,025 | |||||||||||||
Mr.
Duncan(3)
|
$ | 812,500 | $ | 609,375 | $ | 486,461 | $ | 16,671 | — | $ | 1,925,007 | |||||||||||||
Mr.
Stafford
|
$ | 945,000 | $ | 472,500 | $ | 332,165 | $ | 16,671 | — | $ | 1,766,336 |
(1)
|
Assumes
that the triggering event took place on March 31, 2009, the last business
day of fiscal year 2009, and the price per share of $21.43, the closing
market price of our common stock as of that date.
|
(2)
|
Varies
according to individual choice of medical plan. Accordingly, the amount
shown assumes an employee choice which would result in the largest amount
the Company would be responsible for. The amount for Mr. Chiles
includes $50,000 for outplacement services.
|
(3)
|
Mr. Duncan
is also entitled to six months prior notice of
termination.
|
Name
|
Fees
Earned
or
Paid in Cash
($)
|
Stock
Awards ($)
|
Option
Awards
($)(1)
|
All
Other
Compensation
($)(2)
|
Total
($)
|
|||||||||||||||
Thomas
N. Amonett
|
$ | 66,798 | $ | 39,258 | $ | 49,606 | $ | 1,611 | $ | 157,274 | ||||||||||
Charles
F. Bolden, Jr.
|
$ | 63,619 | $ | 39,258 | $ | 49,606 | $ | 2,004 | $ | 154,489 | ||||||||||
Stephen
J. Cannon
|
$ | 62,060 | $ | 39,258 | $ | 49,606 | $ | 2,298 | $ | 153,223 | ||||||||||
Jonathan
H. Cartwright
|
$ | 55,575 | $ | 39,258 | $ | 49,606 | — | $ | 144,440 | |||||||||||
Michael
A. Flick
|
$ | 85,418 | $ | 39,258 | $ | 49,606 | $ | 3,436 | $ | 177,718 | ||||||||||
Thomas
C. Knudson
|
$ | 158,306 | $ | 39,258 | $ | 49,606 | $ | 2,392 | $ | 249,562 | ||||||||||
Ken
C. Tamblyn
|
$ | 82,883 | $ | 39,258 | $ | 49,606 | $ | 2,800 | $ | 174,549 | ||||||||||
William
P. Wyatt
|
$ | 45,675 | $ | 39,258 | $ | 49,606 | — | $ | 134,540 |
(1)
|
The
amounts in this column represent the dollar amount recognized for
financial statement reporting purposes with respect to fiscal year 2009
for stock options granted in fiscal year 2009 and prior fiscal years, in
accordance with SFAS No. 123(R), which also equals the grant
date fair value computed in accordance with SFAS No. 123(R).
Under SEC rules, the amounts shown exclude the impact of estimated
forfeitures related to service-based vesting conditions. For additional
information, see note 9 to our consolidated financial statements in
our Annual Report on Form 10-K for fiscal year
2009.
|
(2)
|
Reimbursement
for spousal travel including payment of taxes owed on the reimbursement as
follows: Thomas N. Amonett - $498; Charles F. Bolden, Jr. -
$619; Stephen J. Cannon - $710; Michael A. Flick - $1,268; Thomas C.
Knudson - $739; and Ken C. Tamblyn -
$1,033.
|
Annual
Chairman of the Board fee:
|
$155,000
|
Annual
director fee:
|
$40,000
|
Committee
Chairmen Annual Fees:
|
|
Audit
Committee
|
$20,000
|
Compensation
Committee
|
$15,000
|
Governance
and Nominating Committee
|
$10,000
|
Meeting
attendance fees (per meeting):
|
$1,650
|
Equity-based
compensation:
|
At
each Annual Meeting of Stockholders of the Company, each non-employee
director is granted 2,000 restricted stock units which vest six months
after the date of grant.
|
|
•
|
reviewed
and discussed the audited financial statements with
management;
|
|
•
|
discussed
with the Company’s 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 Company’s consolidated financial statements and the review of the
Company’s interim financial statements is compatible with maintaining the
independence of KPMG LLP.
|
2009
|
2008
|
|||||||
Audit
Fees
|
$ | 1,699,115 | $ | 2,001,485 | ||||
Audit-Related
Fees
|
$ | 203,459 | $ | 307,233 | ||||
Tax
Fees
|
$ | 230,199 | $ | 390,866 |
|
•
|
Thomas
N. Amonett
|
|
•
|
Charles
F. Bolden, Jr.
|
|
•
|
Stephen
J. Cannon
|
|
•
|
Jonathan
H. Cartwright
|
|
•
|
William
E. Chiles
|
|
•
|
Michael
A. Flick
|
|
•
|
Thomas
C. Knudson
|
|
•
|
Ken
C. Tamblyn
|
|
•
|
William
P. Wyatt
|
Address
Change/Comments
(Mark
the corresponding box on the reverse side)
|
BNY
Mellon Shareowner Services
P.
O. Box 3550
South
Hackensack, NJ 07606-9250
|
Please
Mark Here for
|
£
|
Address,
Change or Comments
|
|
SEE
REVERSE SIDE
|
01
Thomas N. Amonett, 02 Charles F. Bolden, Jr. 03 Stephen J.
Cannon,
|
FOR
|
WITHHOLD
|
*EXCEPTIONS
|
04
Jonathan H. Cartwright, 05 William E. Chiles, 06 Michael A.
Flick,
|
all
nominees
|
for
all nominees
|
|
07
Thomas C. Knudson, 08 Ken C. Tamblyn and 09 William P.
Wyatt.
|
£
|
£
|
£
|
|
(INSTRUCTIONS: To
withhold authority to vote for any
|
|
individual
nominee, mark the “Exceptions” box above
and
|
|
write
that nominee’s name in the space provided
below.)
|
|
*Exceptions
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
2)
Approval and ratification of the selection of KPMG LLP as the Company’s
independent auditors for the fiscal year ending March 31,
2010.
|
£
|
£
|
£
|
Mark
Here for Address
Change
or Comments
SEE
REVERSE
|
£
|
BRISTOW
GROUP INC.
|
INTERNET
http://www.proxyvoting.com/brs
Use
the Internet to vote your proxy. Have your proxy card in hand
when you access the web site.
|
|
OR
|
||
TELEPHONE
1-866-540-5760
Use
any touch-tone telephone to vote your proxy. Have your proxy
card in hand when you call.
|
||
If
you vote your proxy by Internet or by telephone, you do NOT need to mail
back your proxy card.
To
vote by mail, mark, sign and date your proxy card and return it in the
enclosed postage-paid envelope.
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.
|
||
Important
notice regarding the Internet availability of proxy materials for the
Annual Meeting of Stockholders
The
Proxy Statement and the 2009 Annual Report to Stockholders are available
at:
http://bnymellon.mobular.net/bnymellon/brs
|