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): November 9, 2016
Weatherford International public limited company
(Exact name of registrant as specified in its charter)
| Ireland | 001-36504 | 98-0606750 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| Bahnhofstrasse 1, 6340 Baar, Switzerland | CH 6340 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: +41.22.816.1500
N/A
(Former Name, Former Address and Former Fiscal Year, 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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As of November 9, 2016, Weatherford International plc (the “Company”) has accepted the resignation of Bernard Duroc-Danner as Chief Executive Officer (“CEO”), President and Chairman of the Board of Directors (the “Board”) of the Company and appointed Mr. Krishna Shivram as interim CEO. Mr. Shivram will also continue as Chief Financial Officer until a new Chief Financial Officer is appointed in the coming days. Mr. Rayne, current Vice Chairman of the Board, will serve as Chairman of the Board.
Mr. Shivram was previously appointed Executive Vice President and Chief Financial Officer of the Company in November 2013. He has over 25 years of financial and operational management experience in the oilfield service industry and previously worked for Schlumberger Ltd. in a variety of roles across the globe. Immediately prior to joining Weatherford, Mr. Shivram served as Vice President and Treasurer of Schlumberger Ltd. since January 2011. Mr. Shivram is a Chartered Accountant and has experience in financial accounting, income taxes and treasury operations, along with a strong background in corporate finance and mergers and acquisitions.
The selection of Mr. Shivram was not pursuant to any arrangement or understanding between him and any other person. There is no family relationship between Mr. Shivram and any director or executive officer of the Company. The compensation arrangements for Mr. Shivram as disclosed in the Company’s annual proxy statement filed with the Securities and Exchange Commission on April 26, 2016 (the “Proxy Statement”), remain in effect as of this time, although changes may occur in the future.
In connection with his resignation, Dr. Duroc-Danner will receive the compensation under Section 5(b) of his existing employment agreement, the material terms of which are described in the Proxy Statement.
Item 7.01 Regulation FD Disclosure.
On November 9, 2016, the Company issued a press release describing the matters in the first paragraph of Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The exhibit listed below is furnished pursuant to Item 9.01 of this Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended.
| Exhibit |
Exhibit Description | |
| 99.1 | News release dated November 9, 2016 | |
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: November 9, 2016 | ||||||
| /s/ Christina M. Ibrahim | ||||||
| Christina M. Ibrahim | ||||||
| Executive Vice President and General Counsel | ||||||
INDEX TO EXHIBIT
| Exhibit |
Exhibit Description | |
| 99.1 | News release dated November 9, 2016 | |
Exhibit 99.1
|
PRESS RELEASE |
Weatherford Announces Chairman and Chief Executive Officer Departure
and Appointment of Chairman of the Board and Chief Executive Officer
BAAR, Switzerland, November 9, 2016 –Weatherford International plc (NYSE: WFT) announces the departure of Bernard J. Duroc-Danner, Chairman of the Board, President and Chief Executive Officer effective immediately. Mr. Robert Rayne, current Vice Chairman of the Board, will serve as Chairman of the Board. Mr. Krishna Shivram will lead the Company as interim Chief Executive Officer, and will continue as Chief Financial Officer (CFO) until a new CFO is named in the coming days.
Management Statement
The Board is extremely grateful to Dr. Duroc-Danner for his leadership, vision, loyalty and the guidance provided to Weatherford and its predecessors for the past 30 years. He has grown and steered the Company from humble beginnings into one of the leading oilfield service providers that it is today, providing numerous contributions to both the Company and the industry.
Mr. Rayne commented further, “We look forward to moving ahead to build upon the successes of the Company that Dr. Duroc-Danner has built and grown and are infinitely thankful for his service. We will continue to rely on our very experienced and talented management team to steer the Company forward and to continue making progress on enhancing shareholder value. We have full confidence that Mr. Shivram is the right person to lead the Company in this very challenging market and he has our full support.”
Mr. Shivram commented, “I am grateful to the Board for this opportunity to further serve Weatherford. We have the people, technology and global reach to thrive in an improving market backdrop. I look forward to the challenges and opportunities ahead, and want to personally thank Bernard for his mentorship and guidance.”
Krishna Shivram was appointed Executive Vice President and Chief Financial Officer of the Company in November 2013. Mr. Shivram has over 25 years of financial and operational management experience in the oilfield service industry and previously worked for Schlumberger Ltd. in a variety of roles across the globe.
About Weatherford
Weatherford is one of the largest multinational oilfield service companies providing innovative solutions, technology and services to the oil and gas industry. The Company operates in over 100 countries and has a network of approximately 1,000 locations, including manufacturing, service, research and development, and training facilities and employs approximately 31,000 people. For more information, visit www.weatherford.com and connect with Weatherford on LinkedIn, Twitter, YouTube and Facebook.
Forward-Looking Statements
This news release contains forward-looking statements. These forward-looking statements include, among other things, the Company’s forecasts and expectations regarding business outlook and performance and are also generally identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “outlook,” “budget,” “intend,” “strategy,” “plan,” “guidance,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, although not all forward-looking statements contain these identifying words. Such statements are based upon the current beliefs of Weatherford’s management, and are subject to significant risks, assumptions and uncertainties. Should one or more of these risks or uncertainties materialize, or underlying assumptions prove incorrect, actual results may vary materially from those indicated in our forward-looking statements. Readers are also cautioned that forward-looking statements are only predictions and may differ materially from actual future events or results. Forward-looking statements are also affected by the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, the Company’s Quarterly Reports on Form 10-Q, and those set forth from time-to-time in the Company’s other filings with the Securities and Exchange Commission (“SEC”). We undertake no obligation to correct or update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required under federal securities laws.
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Weatherford Contacts
Krishna Shivram
Chief Executive Officer
+1.713.836.4610
Karen David-Green
Vice President – Investor Relations, Corporate Marketing and Communications
+1.713.836.7430