Weatherford International plc
For the period ended Apr 23, 2025. Filed Apr 23, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 23, 2025 · Filed Apr 23, 2025
Contents
PROXY STATEMENT
MEETING AND VOTING INFORMATION
2025 Annual General Meeting:
June 11, 2025, at 10:00 a.m. (Central Time), 2000 Saint James Place, Marcellus Room, Houston, Texas 77056.
GENERAL
In this Proxy Statement, “Weatherford,” “the Company,” “we,” “us” and “our” refer to Weatherford International plc, an Irish public limited company. Also, “AGM” refers to the 2025 Annual General Meeting, unless a different year is specified. References to “$” in this Proxy Statement are references to United States dollars.
Our principal executive offices are located at 2000 Saint James Place, Houston, Texas 77056 and our telephone number is +1(713) 836-4000.
This Proxy Statement and proxy card are first being mailed or made available on behalf of our Board of Directors, or our “Board,” to all shareholders beginning on or about April 23, 2025.
AGENDA
| Proposal | Required Approval | Board Recommendation | |
| 1. | Election of Directors. By separate resolutions, to elect each of the six individuals named in this Proxy Statement as directors of 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. | Majority of Votes Cast | FOR each nominee |
| 2. | Ratify Appointment of Independent Auditors. To ratify the appointment of KPMG LLP as our independent registered public accounting firm and auditor for the fiscal 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, acting through the Audit Committee, to determine the auditors’ remuneration. | Majority of Votes Cast | FOR |
| 3. | Approve Executive Compensation. To approve, on a nonbinding advisory basis, the compensation of our named executive officers. | Majority of Votes Cast | FOR |
| 4. | Equity Incentive Plan Amendment. To approve the amendment and restatement of the Weatherford International plc Third Amended and Restated 2019 Equity Incentive Plan (the “2019 EIP”). | Majority of Votes Cast | FOR |
| 5. | Approve Board Authority to Issue Shares. To grant the Board authority to issue shares under Irish law. | Majority of Votes Cast | FOR |
| 6. | Approve Opt-out of Preemption Rights. To grant the Board the power to opt-out of preemption rights under Irish law. | 75% of Votes Cast | FOR |
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 auditors’ reports thereon, and the Company’s management will present a review of the Company’s affairs.
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WHO CAN VOTE
All registered shareholders at the close of business on April 10, 2025 (the “record date”) have the right to notice of, and to vote, in person or by proxy, at the AGM. Registered shareholders are entitled, on a poll, to one vote per ordinary share on all matters submitted to a vote of shareholders at the AGM, so long as those shares are represented at the AGM in person or by proxy. A registered shareholder may appoint one or more proxies to attend, speak and vote in their place at the AGM. A proxy holder does not need to be a registered shareholder.
MEETING ATTENDANCE
In accordance with Irish law, we are required to have a principal meeting place, which is a physical location where shareholders may attend the AGM in person and vote in person. If you wish to attend the AGM in person, you will need to bring proof of identification along with proof of your share ownership. If your shares are held beneficially in the name of a bank, broker or other nominee, you may bring a bank or brokerage account statement as your proof of ownership of shares as of the record date.
In satisfaction of the requirements of Irish law, registered shareholders who wish to participate (attend and vote) in the AGM without leaving Ireland, if any, may do so by attending in person at the offices of Matheson LLP, located at 70 Sir John Rogerson’s Quay, Dublin 2, D02 R296, Ireland, at the meeting date and time described herein, where technological means will be made available to participate in the meeting.
HOW TO VOTE
To ensure your representation at the AGM, we request that you grant your proxy to vote on each of the proposals in this Proxy Statement and any other matters that may properly come before the AGM to the persons named in the proxy card, by voting in one of the ways described on Page I above no later than the Voting Deadline below whether or not you plan to attend.
Advance Voting Deadline: 11:59 p.m. (Eastern Time) on June 10, 2025.
Most of our individual beneficial owners hold their shares through a brokerage account and therefore are not listed on our share register. Shareholders who hold their shares through a broker or other nominee (in “street name”) must vote their shares in the manner prescribed by their broker or other nominee.
Shareholders who hold their shares in this manner and wish to vote in person at the AGM must obtain a valid proxy from the organization that holds their shares. This may be administratively difficult for an individual shareholder to do, so individual shareholders holding in street name are encouraged to submit their proxy to their broker, who in turn will vote in accordance with the instructions provided to them. See “Quorum and Voting” as to the effect of broker non-votes.
QUORUM AND VOTING
A quorum at our AGM will be one or more registered shareholders, present in person or by proxy, having the right to attend and vote at the AGM and together holding shares representing more than 50% of the votes that may be cast by all registered shareholders at the meeting. As of the record date, there were approximately 72,556,148 ordinary shares issued and entitled to vote. For purposes of determining a quorum, abstentions and “broker non-votes” proffered in person or by proxy are counted as shares represented. A “broker non-vote” occurs when a nominee (such as a broker) holding shares for a beneficial owner abstains from voting on a particular proposal because the nominee does not have discretionary voting power for that proposal and has not received instructions from the beneficial owner on how to vote those shares.
If you are a beneficial shareholder and your broker or other nominee holds your shares in “street name,” your broker generally has discretion to vote your shares only with respect to “routine” proposals. Whether a proposal is considered routine or non-routine is subject to stock exchange rules and final determination by the stock exchange. We urge you to direct your broker, fiduciary, or custodian how to vote your shares on all proposals to ensure that your vote is counted.
Approval of proposals 1, 2, 3, 4 and 5 will be decided by an “ordinary resolution” (which, in order to pass, requires a simple majority of the votes cast in person or by proxy to be cast “For” the relevant proposal). Approval of proposal 6 will be decided by a “special resolution” that requires the affirmative vote of at least 75% of the votes cast by the holders of ordinary shares represented at the meeting in person or by proxy. Generally, abstentions and broker “non-votes” will not affect the voting results for any proposal under Irish law or Nasdaq rules.
The election of each director nominee will be considered and voted upon as a separate proposal. There is no cumulative voting in the election of directors. Pursuant to our Articles, any nominee for election to the Board who is then serving as a director and who receives a greater number of “against” votes than “for” votes shall promptly tender his or her resignation following certification of the vote. The Board shall then consider the resignation offer and decide whether to accept or reject the resignation, or whether other action should be taken; provided, however, that any director whose resignation is under
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consideration shall not participate in the consideration of whether to accept, reject or take other action with respect to his or her resignation. The Board has the ability to fill a vacancy upon the recommendation of its Nominating and Governance Committee, subject to re-election by the Company’s shareholders at the next annual general meeting of the Company.
The chart below summarizes the voting requirements and effects of broker non-votes and abstentions on the outcome of the vote for the proposals at the AGM.
| Proposal | Required Approval | BrokerNon-Votes | Abstentions | |
| 1. | Election of Directors | Majority of Votes Cast | No effect | No effect |
| 2. | Ratify Appointment of Independent Auditors | Majority of Votes Cast | N/A | No effect |
| 3. | Approve Executive Compensation | Majority of Votes Cast | No effect | No effect |
| 4. | Amended and Restated 2019 EIP | Majority of Votes Cast | No effect | No effect |
| 5. | Authority to Issue Shares | Majority of Votes Cast | No effect | No effect |
| 6. | Opt-out of Preemption Rights | 75% of Votes Cast | No effect | No effect |
PROXIES
Each shareholder registered in our share register as of the record date will be sent either:
(i) a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) notifying each shareholder of how to vote and how to electronically access a copy of this Proxy Statement, our Annual Report on Form 10-K and our Irish Statutory Accounts for the year ended December 31, 2024 (the “Proxy Materials”), or
(ii) a hard copy ofthe Proxy Materials and a proxy card.
Your proxy is being solicited by our Board in favor of Scott C. Weatherholt, Kristin Ruzicka and Cristina Waber (the “Proxy Holders”). We request that you grant your proxy to the Proxy Holders to vote on each of the proposals in the notice and any other matters that may properly come before the AGM. You can do this by completing, signing, dating and returning the proxy card in accordance with the instructions thereon, for receipt by us no later than the Voting Deadline, whether or not you plan to attend the AGM.
If you are a registered holder and you properly complete and submit your proxy card in a timely manner, you will be legally designating the individual or individuals named by you in the proxy card (or if you do not name an individual, the Proxy Holders) to vote your shares in accordance with your instructions indicated on the card. If you are a registered shareholder and properly complete and submit your proxy card in a timely manner without naming your proxy or proxies and you do not indicate how your shares are to be voted, then the Proxy Holders will vote as the Board recommends on each proposal, and if other matters properly come before the AGM the Proxy Holders will have your authority to vote your shares in their discretion on such matters.
If you are not a registered holder, but you hold your shares through a broker or other nominee, you must follow the instructions provided by your broker or other nominee if you wish to grant your proxy and vote your shares.
We may accept a proxy by any form of communication permitted by Irish law and as the Board may approve in accordance with our Articles.
REVOKING YOUR PROXY
If you are a registered shareholder, you may revoke your proxy by:
writing to the Corporate Secretary at 2000 Saint James Place, Houston, Texas 77056 or at the Company’s registered office, 70 Sir John Rogerson’s Quay, Dublin 2, D02 R296, Ireland, such that the revocation is received at least one hour prior to the commencement of the AGM;
submitting a later-dated proxy via mail, to the address specified in the Proxy Materials, for receipt by us no later than the Voting Deadline;
voting at a later time, but prior to the voting deadline, by telephone or the internet; or
attending the AGM in person (either in Houston or in Ireland, as described above) and casting your vote during the AGM.
If you are not a registered holder, but you hold your shares through a broker or other nominee, you must follow the instructions provided by your broker or other nominee if you wish to revoke a previously granted proxy, since attending the AGM alone will not revoke any proxy.
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MULTIPLE PROXY CARDS
If you receive multiple proxy cards, this indicates that your shares are held in more than one account, such as two brokerage accounts, or are registered in different names. You should complete and return each of the proxy cards to ensure that all of your shares are voted.
COST OF PROXY SOLICITATION
We have not retained a proxy solicitor to assist soliciting proxies from shareholders this year. Some of our directors, officers and employees may solicit proxies personally, without any additional compensation, electronically, by telephone or by mail. Proxy Materials also will be furnished without cost to brokers and other nominees to forward to the beneficial owners of shares held in their names. All costs of proxy solicitation will be borne by the Company.
ADJOURNMENT
The Chairperson may, with the consent of the meeting, adjourn all, or part, of the business to be considered at the AGM (including adjourning some or all of the Agenda Items) to another date or until the meeting is reconvened.
QUESTIONS
You may call our U.S. Investor Relations Department at +1 (713) 836-4000 or email us at investor.relations@weatherford.com if you have any questions or need directions to be able to attend the AGM and vote in person.
PLEASE VOTE.
YOUR VOTE IS IMPORTANT.
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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.