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

 

Weatherford International Ltd.

(Exact name of registrant as specified in its charter)

Switzerland		001-34258		98-0606750
(State or other jurisdiction of		Commission File Number		(I.R.S. Employer Identification
incorporation)				Number)

4-6 Rue Jean-François Bartholoni
1204 Geneva
Switzerland		Not Applicable
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +41-22-816-1500

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):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Principal Accounting Officer

The Audit Committee of Weatherford International Ltd. designated Charles E. Geer, Jr., Vice President — Financial Reporting as our principal accounting officer effective June 22, 2010. Mr. Geer, age 40, joined Weatherford in 2007 as Corporate Controller — External Reporting. From 2001 - 2007, Mr. Geer worked for Halliburton’s corporate office in various positions.

Approval of 2010 Omnibus Incentive Plan

The shareholders of Weatherford International Ltd. approved the adoption of the Weatherford International Ltd. 2010 Omnibus Incentive Plan (the “Plan”) at our annual shareholders meeting on June 23, 2010. The descriptions of the Plan, as well as the grant to Mr. Duroc-Danner of 530,035 performance-based restricted share units contingent on shareholder approval of the Plan, that are set forth in our proxy statement dated May 13, 2010 are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Weatherford International Ltd. held its 2010 Annual Meeting of Shareholders on June 23, 2010 (the “Annual Meeting”). The following are the results of the matters voted upon by the shareholders at the Annual Meeting:

						Outcome																Broker
						of Vote				Votes For				Against				Abstain				Non-Votes
	1.			Approval of the 2009 Annual Report, the Consolidated Financial Statements of Weatherford International Ltd. for the year ended December 31, 2009 and the Statutory Financial Statements of Weatherford International Ltd. for the year ended December 31, 2009.		FOR					549,963,952				1,615,170				2,690,962				0
	2.			Discharge of the Board of Directors and executive officers from liability for actions during the year ended December 31, 2009.		FOR					536,659,936				11,826,575				5,783,573				0
	3.			Election of the following Nominees as Directors, as set forth in the Proxy Statement:
				Bernard J. Duroc-Danner		FOR					344,949,728				119,825,784				581,071				88,913,509
				Samuel W. Bodman, III		FOR					463,020,872				1,698,250				637,461				88,913,509
				David J. Butters		FOR					336,645,570				128,165,159				545,854				88,913,509
				Nicholas F. Brady		FOR					409,359,988				54,921,939				1,074,656				88,913,509

						Outcome																Broker
						of Vote				Votes For				Against				Abstain				Non-Votes
				William E. Macaulay		FOR					288,181,405				176,631,527				543,650				88,913,510
				Robert B. Millard		FOR					286,080,504				178,728,732				547,347				88,913,509
				Robert K. Moses, Jr.		FOR					288,474,332				176,327,766				554,485				88,913,509
				Guillermo Ortiz		FOR					463,246,839				1,496,314				613,430				88,913,509
				Emyr Jones Parry		FOR					463,156,077				1,549,405				651,100				88,913,510
				Robert A. Rayne		FOR					336,850,268				127,963,799				542,515				88,913,510
	4.			Appointment of Ernst & Young LLP as independent registered public accounting firm for year ending December 31, 2010 and the re-election of Ernst & Young Ltd. Zurich as statutory auditor for year ending December 31, 2010.		FOR					551,924,499				1,843,555				502,028				10
	5.			Approval of the reclassification of CHF 475 million of legal reserves (additional paid-in capital) to other reserves.		FOR					547,006,409				3,412,810				3,850,867				0
	6.			Approval of an amendment to the Articles of Association to extend the Company’s authorized share capital to June 23, 2012 and to increase issuable authorized capital to an amount equal to 50% of stated capital as of May 5, 2010.		FOR					515,064,308				36,062,703				3,142,375				706
	7.			Approval of an amendment to the Articles of Association to increase the amount of conditional capital to 50% of stated capital as of May 5, 2010 and to specify in the Articles of Association the amount of conditional share capital that may be allocated to each category of beneficiary provided for in the Articles.		FOR					514,362,983				36,297,155				3,609,250				704
	8.			Approval of the Weatherford International Ltd. 2010 Omnibus Incentive Plan.		FOR					421,841,740				42,335,478				1,178,655				88,914,209

Item 8.01 Other Events.

On June 23, 2010, Weatherford International Ltd. issued a press release announcing the election of three new directors to our Board of Directors: Dr. Samuel W. Bodman, III; Dr. Guillermo Ortiz; and Sir Emyr Jones Parry. A copy of the press release is attached hereto as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Document
3.1*		Articles of Association of Weatherford International Ltd., a Swiss joint stock corporation, as approved by the shareholders on June 23, 2010.
10.1		Weatherford International Ltd. 2010 Omnibus Incentive Plan (incorporated by reference to Annex C of the company’s proxy statement filed on May 13, 2010).
99.1*		Press Release of Weatherford International Ltd. dated June 23, 2010.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEATHERFORD INTERNATIONAL LTD.

By: Name:		/s/ Joseph C. Henry   Joseph C. Henry
Title:		Vice President

June 23, 2010