8-K 1 form8k-wftagm2019.htm FORM 8-K 2019 ANNUAL SHAREHOLDERS MEETING Wdesk | Document


 
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)

Ireland
 
001-36504
 
98-0606750
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
Weststrasse 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 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:
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.
Agenda Item
Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

Item 1.
Election of the following directors:
 
 
 
 
 
   Mohamed A. Awad
571,661,695

86,393,446

9,745,181

208,874,091

 
   Roxanne J. Decyk
572,566,482

85,443,672

9,790,168

208,874,091

 
   John D. Gass
572,381,679

85,688,932

9,729,711

208,874,091

 
   Sir Emyr Jones Parry
572,220,420

85,776,835

9,803,067

208,874,091

 
   Francis S. Kalman
572,541,165

85,474,907

9,784,250

208,874,091

 
   David S. King
572,957,769

85,081,735

9,760,818

208,874,091

 
   William E. Macaulay
569,485,514

88,432,601

9,882,207

208,874,091

 
   Mark A. McCollum
575,050,533

83,089,696

9,660,093

208,874,091

 
   Angela A. Minas
572,340,791

85,677,817

9,781,714

208,874,091

 
   Dr. Guillermo Ortiz
478,748,738

179,287,914

9,763,670

208,874,091

 
 
 
 
 
 
Agenda Item
Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

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


 
 
 
 
 
 
Agenda Item
Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

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

 
 
 
 
 
 
Special
Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

Item 4.
Adjournment, sine die, of announced agenda items four thru nine.
876,674,413












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.


 
 
Weatherford International plc
 
 
 
 
 
 
 
 
 
 
 
 
 
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