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): September 24, 2014
Weatherford International public limited company
(Exact name of registrant as specified in its charter)
| Ireland | 001-36504 | 98-0606750 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| Bahnhofstrasse 1, 6340 Baar, Switzerland | CH 6340 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +41.22.816.1500
| Not Applicable | ||||
| (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) | ||||
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.):
¨ 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 5.07 | Submission of Matters to a Vote of Security Holders. |
Weatherford’s Annual General Meeting of Shareholders was held on September 24, 2014 (the "Annual Meeting"). At the Annual Meeting, shareholders:
| • | Item 1 – Elected all 9 director nominees; |
| • | Item 2 – Approved the appointment of KPMG LLP as the company’s independent registered public accounting firm and authorized the board of directors to approve auditors’ remuneration; |
| • | Item 3 – Approved, on an advisory basis, Weatherford’s executive compensation; and |
| • | Item 4 – Approved holding the 2015 annual general meeting of shareholders at a location outside of Ireland. |
The proposals are described in detail in Weatherford’s definitive proxy statement for the Annual General Meeting of Shareholders, which was filed with the Securities and Exchange Commission on August 13, 2014.
The following are the results of the matters voted upon by the shareholders at the Annual Meeting:
| Agenda Item | Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||
| Item 1. | Election of the following directors: | ||||||||
| David J. Butters | 599,989,182 | 15,497,603 | 1,731,133 | 56,583,198 | |||||
| Dr. Bernard J. Duroc-Danner | 594,939,187 | 18,879,730 | 3,399,001 | 56,583,198 | |||||
| John D. Gass | 608,072,939 | 6,771,729 | 2,373,250 | 56,583,198 | |||||
| Francis S. Kalman | 610,388,356 | 4,452,721 | 2,376,841 | 56,583,198 | |||||
| William E. Macaulay | 549,942,927 | 65,544,487 | 1,730,504 | 56,583,198 | |||||
| Robert K. Moses, Jr. | 550,317,971 | 65,175,499 | 1,724,448 | 56,583,198 | |||||
| Dr. Guillermo Ortiz | 530,041,105 | 84,802,181 | 2,374,632 | 56,583,198 | |||||
| Sir Emyr Jones Parry | 611,616,493 | 3,553,115 | 2,048,310 | 56,583,198 | |||||
| Robert A. Rayne | 604,507,290 | 10,975,326 | 1,735,302 | 56,583,198 | |||||
| Item 2. | Ratify the appointment of KPMG LLP as our independent registered public accounting firm and authorize the board to determine auditors’ remuneration. | 671,910,215 | 1,098,340 | 792,561 | — | ||||
| Item 3. | Adopt an advisory resolution approving executive compensation. | 418,657,403 | 196,622,510 | 1,938,005 | 56,583,198 | ||||
| Item 4. | Authorize holding the 2015 annual general meeting at a location outside of Ireland as required under Irish law. | 671,266,489 | 1,241,428 | 1,293,199 | — | ||||
| Item 8.01 | Other Events. |
Effective as of September 24, 2014, Mr. Francis Kalman became the chair of Weatherford’s Audit Committee. Mr. Rayne, the former chair, continues to be a member of the Audit Committee.
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.
| Weatherford International plc | |
| Date: September 24, 2014 | |
| /s/ Krishna Shivram | |
Krishna Shivram | |
Executive Vice President and Chief Financial Officer | |