Weatherford International plc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$WFRD
Metal Fabrications
Industrials
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 12, 2024
(Exact name of registrant as specified in its charter)
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| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||||||||
Registrant’s telephone number, including area code: 713 .836.4000
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| (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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Ordinary shares, $0.001 par value per share | WFRD | NASDAQ Global Select Market | ||||||
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 ☐
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. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2024 Annual General Meeting of Shareholders (the “Annual Meeting”) of Weatherford International plc (the “Company”) was held on June 12, 2024. At the Annual Meeting holders of 70,512,998 ordinary shares, nominal value $0.001 per share, or approximately 96.38%, of the 73,154,140 issued and outstanding ordinary shares entitled to vote at the Annual Meeting, were present in person or by proxies.
1. The shareholders voted at the Annual Meeting as follows to elect each of the five nominees to serve a one-year term that is anticipated to expire at the Company’s 2025 Annual General Meeting of the Shareholders.
| Name of Director | For | Against | Abstaining | Broker Non-Votes | ||||||||||||||||||||||
| Benjamin C. Duster, IV | 64,611,370 | 3,260,922 | 41,174 | 2,599,532 | ||||||||||||||||||||||
| Neal P. Goldman | 52,712,680 | 14,998,721 | 202,065 | 2,599,532 | ||||||||||||||||||||||
| Jacqueline C. Mutschler | 65,588,563 | 2,304,067 | 20,836 | 2,599,532 | ||||||||||||||||||||||
| Girishchandra K. Saligram | 67,844,999 | 47,651 | 20,816 | 2,599,532 | ||||||||||||||||||||||
| Charles M. Sledge | 67,077,780 | 814,926 | 20,760 | 2,599,532 | ||||||||||||||||||||||
2. The shareholders voted at the Annual Meeting as follows to: (a) ratify the appointment of (i) KPMG LLP as the Company’s independent registered public accounting firm and auditor for the financial year ending December 31, 2024 and (ii) KPMG Chartered Accountants, Dublin, as the Company’s statutory auditor under Irish law to hold office until the close of the Company’s 2025 Annual General Meeting of the Shareholders; and (b) authorize the Board of Directors of the Company, acting through the Audit Committee, to determine the auditors’ remuneration.
| For | Against | Abstaining | Broker Non-Votes | |||||||||||||||||
| 70,125,368 | 364,644 | 22,986 | — | |||||||||||||||||
3. The shareholders voted at the Annual Meeting as follows to approve, on a nonbinding advisory basis, the compensation of the Company’s named executive officers.
| For | Against | Abstaining | Broker Non-Votes | |||||||||||||||||
| 67,260,084 | 604,756 | 48,626 | 2,599,532 | |||||||||||||||||
4. The shareholders voted at the Annual Meeting as follows to grant the Board of Directors the authority to issues shares under Irish law.
| For | Against | Abstaining | Broker Non-Votes | |||||||||||||||||
| 67,450,471 | 451,088 | 11,907 | 2,599,532 | |||||||||||||||||
5. The shareholders voted at the Annual Meeting as follows to grant the Board of Directors the authority to opt-out of statutory preemption rights under Irish law.
| For | Against | Abstaining | Broker Non-Votes | |||||||||||||||||
| 64,361,054 | 3,538,923 | 13,489 | 2,599,532 | |||||||||||||||||
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 14, 2024 | By: | /s/ Scott C. Weatherholt | ||||||
| Scott C. Weatherholt | ||||||||
| Executive Vice President, General Counsel and Chief Compliance Officer | ||||||||