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 (State or other jurisdiction of incorporation)		001-34258 (Commission File Number)		98-0606750 (I.R.S. Employer Identification No.)

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

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 5.07 Submission of Matters to a Vote of Security Holders.

We held our 2011 Annual Meeting of Shareholders on May 25, 2011 (the “Annual Meeting”). The following are the results of the matters voted upon by the shareholders at the Annual Meeting:

						Outcome of		Votes				Votes				Votes				Broker
						Vote		For				Against				Abstaining				Non-Votes
	1.			Approve the 2010 Annual Report, the Consolidated Financial Statements for fiscal year 2010 and the Statutory Financial Statements of Weatherford International Ltd. for fiscal year 2010.		FOR			550,521,597				1,506,439				2,946,984				0
	2.			Discharge of the Board of Directors and executive officers from liability for the year ended December 31, 2010.		FOR			417,683,870				130,144,593				7,146,557				0
	3.			Elect the following directors:
				Bernard J. Duroc-Danner		FOR			467,422,406				11,281,518				606,808				75,664,288
				Samuel W. Bodman, III		FOR			435,945,928				42,922,450				442,354				75,664,288
				Nicholas F. Brady		FOR			475,303,559				3,571,756				435,417				75,664,288
				David J. Butters		FOR			356,488,740				122,380,175				441,817				75,664,288
				William E. Macaulay		FOR			435,239,800				43,631,505				439,427				75,664,288
				Robert B. Millard		FOR			473,414,369				5,329,268				567,095				75,664,288
				Robert K. Moses, Jr.		FOR			330,290,446				148,594,043				426,243				75,664,288
				Guillermo Ortiz		FOR			474,443,896				4,421,265				445,571				75,664,288
				Emyr Jones Parry		FOR			476,937,126				1,926,121				447,485				75,664,288
				Robert A. Rayne		FOR			366,299,207				112,573,597				437,928				75,664,288
	4.			Appoint Ernst & Young LLP as our independent registered public accounting firm and re-elect Ernst & Young Ltd, Zurich as statutory auditor.		FOR			429,834,850				124,576,204				563,966				0
	5.			Adopt an advisory resolution approving the compensation of the named executive officers.		AGAINST			208,114,962				265,396,558				5,799,212				75,664,288

Votes for

Votes for

Votes for

Votes

Broker

1 Year

2 Years

3 Years

Abstaining

Non-Votes

6.

Advisory vote on the frequency of future advisory votes on named executive officer compensation.

433,173,889

3,421,510

37,063,643

5,651,690

75,664,288

In accordance with the results of the advisory vote on Item 6 above and as recommended by our board of directors, we have determined to hold an advisory vote on named executive officer compensation every year until the next shareholder vote on the frequency of shareholder votes on the compensation of named executive officers pursuant to applicable securities laws.

Item 8.01 Other Events.

On May 19, 2011, we entered into a registration rights agreement (the “Agreement”) through which we agreed to register with the U.S. Securities and Exchange Commission 1,623,680 of our registered shares (the “Shares”) that were issued in a non-material acquisition to facilitate the resale of the Shares by the recipients thereof. On May 25, 2011, we are filing a prospectus supplement covering the Shares under our registration statement on Form S-3 (Registration No. 333-174485) filed with the U.S. Securities and Exchange Commission. A copy of the Agreement is attached to this Form 8-K as Exhibit 4.1 and incorporated herein by reference. In connection with the registration of the Shares, we are filing a legal opinion as Exhibit 5.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.

4.1		Registration Rights Agreement between Weatherford International Ltd. and the representative of certain shareholders dated May 19, 2011.
5.1		Opinion of Baker & McKenzie Geneva regarding the validity of the Shares.

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.

INDEX TO EXHIBITS

Exhibit
Number		Description
4.1		Registration Rights Agreement between Weatherford International Ltd. and the representative of certain shareholders dated May 19, 2011.
5.1		Opinion of Baker & McKenzie Geneva regarding the validity of the Shares.