Weatherford International plc
For the period ended Apr 23, 2025. Filed Apr 23, 2025.
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Apr 23, 2025 · Filed Apr 23, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Filed by a party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Under Rule §240.14a-12
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☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
AGENDA ITEMS FOR YOUR VOTE
| Items | Board Recommendation | ProxyPage |
|---|---|---|
| 1.Election of Directors | FOReachnominee | 5 |
| 2.Ratify the Appointment of Independent Auditors and Authorize Auditors’ Remuneration | FOR | 19 |
| 3.Approve, on a non-binding advisory basis, our Executive Compensation | FOR | 21 |
| 4.Approve an Amendment and Restatement of our Equity Incentive Plan | FOR | 55 |
| 5.Authority to Issue Shares | FOR | 62 |
| 6.Power to Opt-Out of Statutory Preemption Rights | FOR | 63 |
| ADVANCE VOTING DEADLINE | |
|---|---|
| Voting instructions for shareholders of record and beneficial shareholders | |
| You may vote in person at the meeting, or you may vote in advance by using one of the following options. In all cases, have your proxy card or voting instructions form in hand and follow the instructions. | |
| By mailFollow theinstructions tomark, sign, and dateyour proxy card · By phoneUse any touch-tonetelephone to transmityour voting instructions · By internetUse the internet totransmit your votinginstructions | |
| 1-800-690-6903 | www.proxyvote.com |
Shareholder Feedback
Feedback from our shareholders is important to us and considered carefully. Your Board will be available at the Annual General Meeting to respond to any questions shareholders may raise regarding our activities. Once again, we invite interested parties to submit feedback through our Annual General Meeting website, www.weatherfordannualmeeting.com.
Website References and Additional Materials
This Proxy Statement includes several website addresses and references to additional materials found on those websites, includingwww.weatherford.com. These websites and materials are not incorporated by reference herein.
| Weatherford International plc — 2025 Proxy Statement | I |
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LETTER TO SHAREHOLDERS
Dear Fellow Shareholder,
Weatherford has undergone a profound transformation, evolving into a stronger, more agile, and technology-driven organization. Over the past four years, we have reinforced operational excellence, sharpened financial discipline, and expanded our innovation capabilities—positioning the Company for sustained profitability and long-term success.
2024 was another pivotal year. We achieved record adjusted EBITDA margins* and continued fortifying our capital structure by reducing leverage and enhancing liquidity. We also launched Weatherford’s first-ever shareholder return program, including an expected annual dividend of $1 per share and an authorization for a share repurchase program of up to $500 million over three years, underscoring our commitment to delivering long-term value.
Operationally, 2024 was the safest year in Weatherford’s modern history. Our commitment to safety, quality, and operational discipline resulted in new benchmarks in performance across key safety metrics, further embedding our culture of accountability and excellence. This milestone is a testament to the dedication of our people, who continue to prioritize safety and operational integrity in everything we do.
While the oilfield services sector has seen a significant negative equity market performance in the second half of 2024, we have demonstrated the capability of the Company in different cycles. We secured credit rating upgrades from S&P Global Ratings and Fitch, reflecting our improved financial standing. At the same time, our focus on technology innovation and strategic acquisitions—including the successful integration of four companies in 2024—has reinforced our leadership in digitalization, well intervention, and production optimization.
- Adjusted EBITDA, adjusted EBITDA margin and adjusted free cash flow are non-GAAP financial measures. Please refer to Annex A for more information about these measures, as well as a reconciliation of these non-GAAP financial measures to the most closely related GAAP financial measures.
| II | Weatherford International plc — 2025 Proxy Statement |
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Navigating a Dynamic Global Landscape
The geopolitical and macroeconomic environment continues to evolve, presenting both opportunities and challenges for the energy sector. Supply chain disruptions, regional conflicts, shifting regulatory policies, and economic fluctuations demand a proactive and agile approach.
Weatherford remains well-positioned to navigate these complexities, leveraging our global footprint, operational resilience, and technology differentiation to mitigate risks and capitalize on emerging opportunities. Our disciplined execution, diversified portfolio, and strong customer relationships enable us to adapt to changing market conditions while continuing to drive long-term value creation.
Executing Our Strategic Priorities in 2024
In 2024, we accelerated progress across our five core strategic priorities:
These priorities remain at the heart of our execution strategy, to ensure Weatherford continues to outperform and redefine industry standards.
| Weatherford International plc — 2025 Proxy Statement | III |
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Our Focus for 2025: Driving Execution and Performance
As we enter 2025, our five strategic priorities converge into three key focus areas that will drive execution:
- Structural Cost Optimization
Launched in Q4 2024, our cost optimization program goes beyond volume adjustments, focusing on sustainable productivity gains through technology adoption and lean processes. While this will drive long-term efficiency, tangible short-term impacts are expected.
- Net Working Capital Efficiency
Maximizing cash flow conversion is a priority. Ongoing improvements in invoicing, collections, inventory management, supplier terms, and cycle times will enhance financial impact in 2025, advancing our goal of 50% adjusted free cash flow conversion* in the coming years.
- Growth Vectors
In a more challenging market environment, we must create our own growth. We have identified several high-potential growth vectors in key areas within our existing portfolio.
These focused initiatives leverage our technology leadership, commercial strength, and execution discipline to drive sustainable growth despite market challenges.
- Adjusted free cash flow conversion is a non-GAAP financial measure. Please refer to Annex A for more information about these measures, as well as a reconciliation of these non-GAAP financial measures to the most closely related GAAP financial measures.
| IV | Weatherford International plc — 2025 Proxy Statement |
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Delivering on Our Commitments
Our performance in 2024 has reinforced Weatherford’s reputation as a financially disciplined, operationally strong, and strategically focused Company. As we step into 2025, Weatherford is strategically positioned for sustained success. We are leaner, more agile, and focused on maximizing returns for our shareholders, customers, and employees. The path ahead is clear: continue strengthening our financial foundation, accelerating technology innovation, and unlocking new growth opportunities.
We appreciate your confidence in Weatherford, and we look forward to continuing this journey together.
GIRISHCHANDRA K. SALIGRAM
President and Chief Executive Officer
| Weatherford International plc — 2025 Proxy Statement | V |
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NOTICE OF 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS
June 11, 2025
10:00 a.m. (Central Time)
2000 Saint James Place, Marcellus Room, Houston, Texas 77056
AGENDA
By separate resolutions, to elect thesix individuals named in this Proxy Statement as directors of Weatherford International plc (the “Company”), in each case (unless his or her office is earlier vacated in accordance with the Articles of Association of the Company (the “Articles”)), to serve for a one year term concluding at the later of (x) the next annual general meeting of the Company (the “2026 AGM”), and (y) subject to article 155 of the Articles, until his or her successor is elected and qualified.
To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm and auditor for the financial year ending December 31, 2025 and KPMG Chartered Accountants, Dublin, as the Company’s statutory auditor under Irish law to hold office until the close of the 2026 AGM, and to authorize the Board of Directors of the Company (the “Board”), acting through the Audit Committee, to determine the auditors’ remuneration.
To approve, on a nonbinding advisory basis, the compensation of our named executive officers.
To approve the amendment and restatement of the Weatherford International plc Third Amended and Restated 2019 Equity Incentive Plan (the “2019 EIP”).
To grant the Board authority to issue shares under Irish law.
To grant the Board power to opt-out of statutory preemption rights under Irish law.
The foregoing items, including the votes required in respect of each, are set forth and more fully described in the accompanying Proxy Statement.
RECORD DATE
April 10, 2025
VOTING
Only registered shareholders as of the close of business on the record date will be entitled to attend, vote or grant proxies to vote at the Annual General Meeting (the “AGM”). Any such registered shareholder may appoint one or more proxies, by any of the means outlined in the Proxy Statement, to attend, speak and vote in his or her place at the AGM. A proxy holder need not be a registered shareholder. Proxies must be received in the manner prescribed and by the Voting Deadline as more fully set forth in the Proxy Statement.
DISTRIBUTION OF PROXY MATERIALS
The notice, the Proxy Statement (of which the notice forms a part), our Annual Report on Form 10-K, and our Irish Statutory Accounts are available electronically on our website at www.weatherfordannualmeeting.com. These materials were first mailed or made available on or about April 23, 2025 to each registered shareholder in our share register as of the record date. Any shareholder may also obtain a copy of these documents by contacting our U.S. Investor Relations Department at 2000 Saint James Place, Houston, Texas 77056 or by telephone at +1 (713) 836-4000.
| VI | Weatherford International plc — 2025 Proxy Statement |
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ANNUAL REPORT AND FINANCIAL STATEMENTS
During the AGM, the Company’s Irish Statutory Accounts for the fiscal year ended December 31, 2024 will be laid before the meeting, along with related directors’ and auditor’s reports thereon, and the Company’s management will present a review of the Company’s affairs.
By Order of the Board of Directors
Scott C. Weatherholt
Executive Vice President, General Counsel and Chief Compliance Officer
Important Notice Regarding the Availability of Proxy Materials for the AGM to be held on June 11, 2025: The Proxy Statement of Weatherford International plc, our 2024 Annual Report on Form 10-K and Irish Statutory Accounts are available at: at www.proxyvote.com and also at www.weatherfordannualmeeting.com.
| Weatherford International plc — 2025 Proxy Statement | VII |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.