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): June 25, 2019
Weatherford International public limited company
(Exact name of registrant as specified in its charter)
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| | | | |
| Ireland | | 001-36504 | | 98-0606750 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| Weststrasse 1, 6340 Baar, Switzerland | | CH 6340 |
| (Address of principal executive offices) | | (Zip Code) |
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Registrant’s telephone number, including area code: +41.22.816.1500
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| | |
| | Not Applicable | |
| | (Former name or former address, 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. 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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
Ordinary Shares, par value $0.001 per share | WFTIF | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company. o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2019 Annual General Meeting of Shareholders (the “Annual Meeting”) of Weatherford International plc (the “Company”) was held on June 25, 2019. At the Annual Meeting 876,674,413 ordinary shares, nominal value $0.001 per share, or approximately 87.35%, of the 1,003,533,795 issued and outstanding ordinary shares entitled to vote at the Annual Meeting were present in person or by proxies.
At the Annual Meeting, in light of the Company’s announcement on May 10, 2019 that it has entered into a Restructuring Support Agreement with holders of a majority in aggregate principal amount of the Company’s outstanding unsecured notes, on the recommendation of the Board of Directors, the Chairman of the Annual Meeting introduced a special agenda item requesting that the meeting consent to the adjournment sine die of agenda items four (reverse stock split), five (increase in authorized share capital), six (authority to issue shares), seven (opt-out of statutory pre-emptive rights), eight (amendment and restatement of the 2010 Omnibus Incentive Plan) and nine (amendment to the Company’s Employee Stock Purchase Plan). Set forth below are the results of the matters voted upon by the shareholders at 2019 Annual Meeting.
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| Agenda Item | Votes For |
| Votes Against |
| Votes Abstaining |
| Broker Non-Votes |
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| Item 1. | Election of the following directors: | | | | |
| | Mohamed A. Awad | 571,661,695 |
| 86,393,446 |
| 9,745,181 |
| 208,874,091 |
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| | Roxanne J. Decyk | 572,566,482 |
| 85,443,672 |
| 9,790,168 |
| 208,874,091 |
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| | John D. Gass | 572,381,679 |
| 85,688,932 |
| 9,729,711 |
| 208,874,091 |
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| | Sir Emyr Jones Parry | 572,220,420 |
| 85,776,835 |
| 9,803,067 |
| 208,874,091 |
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| | Francis S. Kalman | 572,541,165 |
| 85,474,907 |
| 9,784,250 |
| 208,874,091 |
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| | David S. King | 572,957,769 |
| 85,081,735 |
| 9,760,818 |
| 208,874,091 |
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| | William E. Macaulay | 569,485,514 |
| 88,432,601 |
| 9,882,207 |
| 208,874,091 |
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| | Mark A. McCollum | 575,050,533 |
| 83,089,696 |
| 9,660,093 |
| 208,874,091 |
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| | Angela A. Minas | 572,340,791 |
| 85,677,817 |
| 9,781,714 |
| 208,874,091 |
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| | Dr. Guillermo Ortiz | 478,748,738 |
| 179,287,914 |
| 9,763,670 |
| 208,874,091 |
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| Agenda Item | Votes For |
| Votes Against |
| Votes Abstaining |
| Broker Non-Votes |
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| Item 2. | Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm and auditor for the financial year ending December 31, 2019 and to authorize the board of directors of the Company, acting through the Audit Committee, to determine auditor’s remuneration. | 846,526,337 |
| 23,450,155 |
| 6,697,921 |
| — |
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| | | | | | |
| Agenda Item | Votes For |
| Votes Against |
| Votes Abstaining |
| Broker Non-Votes |
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| Item 3. | Adopt an advisory resolution approving compensation of the named executive officers. | 566,706,756 |
| 99,597,229 |
| 1,496,337 |
| 208,874,091 |
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| Special | Votes For |
| Votes Against |
| Votes Abstaining |
| Broker Non-Votes |
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| Item 4. | Adjournment, sine die, of announced agenda items four thru nine. | 876,674,413 |
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SIGNATURE
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.
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| | | Weatherford International plc | |
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| Date: June 25, 2019 | By: | /s/ Christina M. Ibrahim | |
| | Name: | Christina M. Ibrahim | |
| | Title: | Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | |
