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
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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.
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.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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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:
shareholders at the Annual Meeting, each of which is more fully
described in the Proxy Statement:
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Agenda Item
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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Item 1.
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Election of the following directors:
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||||||||
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Mohamed A. Awad
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788,448,323
|
7,791,178
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1,470,510
|
78,670,009
|
|||||
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David J. Butters
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698,275,158
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94,319,766
|
5,115,087
|
78,670,009
|
|||||
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John D. Gass
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787,032,806
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9,283,576
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1,393,629
|
78,670,009
|
|||||
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Sir Emyr Jones Parry
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788,155,370
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5,352,002
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4,202,639
|
78,670,009
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|||||
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Francis S. Kalman
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791,100,229
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5,202,098
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1,407,684
|
78,670,009
|
|||||
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William E. Macaulay
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783,313,435
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10,202,617
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4,193,959
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78,670,009
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|||||
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Mark A. McCollum
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792,136,280
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4,186,661
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1,387,070
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78,670,009
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|||||
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Robert K. Moses, Jr.
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783,391,284
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10,133,036
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4,185,691
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78,670,009
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|||||
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Dr. Guillermo Ortiz
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608,574,002
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180,579,820
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8,556,189
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78,670,009
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|||||
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Agenda Item
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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|||||
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Item 2.
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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
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|||||
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Agenda Item
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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|||||
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Item 3.
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Adopt an advisory resolution approving compensation of
the named executive officers. |
723,787,290
|
72,276,527
|
1,646,194
|
78,670,009
|
||||
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Agenda Item
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One Year
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Two Years
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Three Years
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Votes Abstaining
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|||||
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Item 4.
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Adopt an advisory resolution recommending shareholder
approval of the compensation of the named executive officers every 1, 2 or 3 years. |
768,940,591
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584,693
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26,662,007
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1,522,720
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Agenda Item
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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|||||
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Item 5.
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Approve an amendment to the Weatherford International
plc 2010 Omnibus Incentive Plan. |
733,038,979
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63,265,392
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1,405,640
|
78,670,009
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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.
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.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit Number
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Description
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10.1
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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)). |
