Business Context and Reporting Period
This Form 8-K Amendment No. 1 was filed by Era Group Inc. on February 14, 2018, regarding events reported on January 31, 2018. The filing addresses a correction to a previous report concerning the adoption of amended bylaws. The registrant is incorporated in Delaware and headquartered in Houston, Texas.
Financial Metrics
This filing is a corporate governance report and does not contain financial data. The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The primary material change is the withdrawal of a previously announced amendment and restatement of the Company's bylaws. The Board determined that the prior adoption required stockholder approval and therefore has not come into effect. Consequently, the Company will submit the following for stockholder approval at the next annual meeting:
- An amendment and restatement of the bylaws.
- An amendment to the certificate of incorporation to expressly provide the Board with the non-exclusive right to amend bylaws (correcting a scrivener's error).
Guidance, Outlook, and Governance Changes
The proposed bylaw amendments include significant governance changes:
- Majority Voting Standard: A new section requires directors who fail to receive a majority of votes in an uncontested election to submit an irrevocable resignation. The Board must decide whether to accept the resignation within 90 days of the vote certification, accepting it unless a compelling reason exists to retain the director.
- Director Removal: Clarification that directors can be removed by stockholders with or without cause.
- Registered Office: A revision to reflect a change in the Company's registered office.
There is no financial guidance, outlook, or discussion of risks and contingencies in this filing.
Key Facts for Investor Verification
- Verify the date of the next annual meeting of stockholders to determine when the proposed bylaw and charter amendments will be voted on.
- Confirm the specific location of the new registered office referenced in the bylaw revision.
- Review the Board's policies and procedures regarding the acceptance of director resignations under the new majority voting standard.
- Note that the registrant name in the filing header is Era Group Inc., despite the request metadata referencing Bristow Group Inc.