Weatherford International public limited companyFiles An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

16

Weatherford International public limited companyFiles An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) At the 2017 Annual General Meeting of Shareholders (the
Annual Meeting) of Weatherford International plc (the Company)
held on June 15, 2017, shareholders approved an amendment (the
Amendment) to the Companys 2010 Omnibus Incentive Plan (the
Plan). The Amendment increases the number of shares available for
issuance under the Plan by 21,000,000 shares, bringing the total
number of shares authorized for issuance under the Plan from
43,144,000 to 64,144,000. In addition, the Amendment revises the
tax withholding provisions of the Plan to allow maximum statutory
withholding in certain circumstances. A description of the
material terms and conditions of the Amendment and the Plan is
set forth on pages 49-55 of the Companys definitive proxy
statement filed with the Securities and Exchange Commission on
April 25, 2017 (the Proxy Statement), and is incorporated herein
by reference. The description of the Amendment to the Plan
incorporated herein by reference does not purport to be complete
and is qualified in its entirety by reference to the full text of
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
788,448,323
7,791,178
1,470,510
78,670,009
David J. Butters
698,275,158
94,319,766
5,115,087
78,670,009
John D. Gass
787,032,806
9,283,576
1,393,629
78,670,009
Sir Emyr Jones Parry
788,155,370
5,352,002
4,202,639
78,670,009
Francis S. Kalman
791,100,229
5,202,098
1,407,684
78,670,009
William E. Macaulay
783,313,435
10,202,617
4,193,959
78,670,009
Mark A. McCollum
792,136,280
4,186,661
1,387,070
78,670,009
Robert K. Moses, Jr.
783,391,284
10,133,036
4,185,691
78,670,009
Dr. Guillermo Ortiz
608,574,002
180,579,820
8,556,189
78,670,009
Agenda Item
Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
Item 2.
Ratify the appointment of KPMG LLP as the Companys
independent registered public accounting firm and
auditor for the financial year ending December 31, 2017
and to authorize the board of directors of the Company,
acting through the Audit Committee, to determine
auditors remuneration.
872,029,513
2,809,440
1,541,067
Agenda Item
Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
Item 3.
Adopt an advisory resolution approving compensation of
the named executive officers.
723,787,290
72,276,527
1,646,194
78,670,009
Agenda Item
One Year
Two Years
Three Years
Votes Abstaining
Item 4.
Adopt an advisory resolution recommending shareholder
approval of the compensation of the named executive
officers every 1, 2 or 3 years.
768,940,591
584,693
26,662,007
1,522,720
Agenda Item
Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
Item 5.
Approve an amendment to the Weatherford International
plc 2010 Omnibus Incentive Plan.
733,038,979
63,265,392
1,405,640
78,670,009
The Board considered the outcome of the vote on Item 4 above and,
consistent with its recommendation to shareholders, determined
that the Company will hold future non-binding advisory votes to
approve the compensation of the Companys named executive officers
every year until the Board otherwise determines that a different
frequency for such non-binding advisory votes is in the best
interest of the Company or until the next required vote on the
frequency of such votes.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit Number
Description
10.1
Second Amendment to Weatherford International plc 2010
Omnibus Incentive Plan (incorporated by reference to
Annex A of Weatherford International plcs Definitive
Proxy Statement on Schedule 14A filed on April 25, 2017
(File No. 001-36504)).
An ad to help with our costs