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 16, 2015
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 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.):
¨ 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) At the 2015 Annual General Meeting of Shareholders (the “Annual Meeting”) of Weatherford International plc (the “Company”) held on June 16, 2015, shareholders approved an amendment (the “Amendment”) to the Company’s 2010 Omnibus Incentive Plan (the “Plan”). The Amendment increases the number of shares available for issuance under the Plan by 15,000,000 shares, bringing the total number of shares authorized for issuance under the Plan from 28,144,000 to 43,144,000. In addition, the Amendment provides for certain other revisions and technical amendments, including:
• | amending the Plan’s definition of change of control so that it may not be made less restrictive via an award agreement under the Plan; |
• | reducing the number of incumbent board members that would trigger the change of control provision to “at least a majority”; |
• | eliminating an inconsistent provision relating to the granting of awards or their recipients; and |
• | prohibiting the cancellation, or “buying out,” of “underwater” stock options or share appreciation rights in exchange for cash or any other award without shareholder approval. |
The foregoing description of the Amendment to the Plan is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2015 (the “Proxy Statement”). The description of the Amendment is qualified in its entirety by reference to the full text of the Plan, as modified by the Amendment, which was included as Annex A to the Proxy Statement and incorporated herein by reference as Exhibit 10.1.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The following are the results of the matters voted upon by the shareholders at the Annual Meeting, each of which is more fully described in the Proxy Statement:
Agenda Item | Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||
Item 1. | Election of the following directors: | ||||||||
Mohamed A. Awad | 623,960,339 | 2,530,963 | 662,297 | 55,108,764 | |||||
David J. Butters | 584,666,640 | 41,856,055 | 630,904 | 55,108,764 | |||||
Dr. Bernard J. Duroc-Danner | 612,368,964 | 13,213,185 | 1,571,450 | 55,108,764 | |||||
John D. Gass | 583,153,773 | 43,037,823 | 962,003 | 55,108,764 | |||||
Sir Emyr Jones Parry | 621,478,701 | 5,002,929 | 671,969 | 55,108,764 | |||||
Francis S. Kalman | 621,571,098 | 4,631,901 | 950,600 | 55,108,764 | |||||
William E. Macaulay | 582,623,427 | 43,855,342 | 674,830 | 55,108,764 | |||||
Robert K. Moses, Jr. | 553,770,920 | 72,724,842 | 657,837 | 55,108,764 | |||||
Dr. Guillermo Ortiz | 580,510,656 | 45,992,425 | 650,518 | 55,108,764 | |||||
Robert A. Rayne | 620,252,145 | 6,263,599 | 637,855 | 55,108,764 | |||||
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, 2015 and to authorize the board of directors of the Company, acting through the Audit Committee, to determine auditor’s remuneration. | 679,992,328 | 1,453,207 | 816,828 | — | ||||
Item 3. | Adopt an advisory resolution approving compensation of the named executive officers. | 571,245,332 | 54,260,106 | 1,648,161 | 55,108,764 | ||||
Item 4. | Approve an amendment to the Weatherford International plc 2010 Omnibus Incentive Plan. | 579,568,063 | 46,076,185 | 1,509,351 | 55,108,764 | ||||
Item 5. | Authorize holding the 2016 annual general meeting of shareholders at a location outside of Ireland as currently required under Irish law. | 678,036,652 | 2,434,758 | 1,790,953 | — | ||||
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit Number | Description |
10.1 | First Amendment to Weatherford International plc 2010 Omnibus Incentive Plan (incorporated by reference to Annex A of Weatherford International plc’s Definitive Proxy Statement on Schedule 14A filed on April 29, 2015 (File No. 1-36504)). |
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: June 16, 2015 | |
/s/ Krishna Shivram | |
Krishna Shivram | |
Executive Vice President and Chief Financial Officer | |
EXHIBIT INDEX
Exhibit Number | Description |
10.1 | First Amendment to Weatherford International plc 2010 Omnibus Incentive Plan (incorporated by reference to Annex A of Weatherford International plc’s Definitive Proxy Statement on Schedule 14A filed on April 29, 2015 (File No. 1-36504)). |