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): September 21, 2017
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.) |
Weststrasse 1, 6340 Baar, Switzerland | CH 6340 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +41.22.816.1500
Not Applicable | ||||
(Former name or former address, 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 (see General Instruction A.2.):
¨ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02(d) | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 21, 2017, the Board of Directors (the “Board”) of Weatherford International plc (the “Company”) increased the size of its Board from nine to eleven members and appointed Ms. Roxanne J. Decyk and Mr. David S. King to serve as directors of the Board, effective immediately. Ms. Decyk will serve as a member of the Board’s Compensation Committee and Health, Safety and Environment (“HSE”) Committee. Mr. King will serve as a member of the Board's Audit Committee and HSE Committee.
In connection with their appointment to the Board, Ms. Decyk and Mr. King will receive the Company’s standard compensatory arrangements for non-employee directors. A description of the compensatory arrangements for non-employee directors is included in the Company’s 2017 Proxy Statement filed with the U.S. Securities and Exchange Commission (“SEC”) on April 25, 2017. Ms. Decyk and Mr. King will also enter into standard director indemnification agreements with the Company and one of its primary subsidiaries, the forms of which have been previously filed with the SEC.
There are no arrangements or understandings between either Ms. Decyk or Mr. King and any other person pursuant to which either person was selected as a director. Neither Ms. Decyk nor Mr. King have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions in which Ms. Decyk or Mr. King have an interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 | Regulation FD Disclosure. |
On September 25, 2017, 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. The information provided pursuant to this Item 7.01 is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit Number | Description |
99.1 | Press release issued by Weatherford International plc on September 25, 2017 |
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: September 25, 2017 | |
/s/ Christina M. Ibrahim | |
Christina M. Ibrahim | |
Executive Vice President, General Counsel and Corporate Secretary | |
EXHIBIT INDEX
Exhibit Number | Description |
Press release issued by Weatherford International plc on September 25, 2017 | |
Exhibit 99.1
 | Press Release |
Weatherford Names Two New Directors
BAAR, Switzerland, September 25, 2017 - Weatherford International plc (NYSE: WFT) today announced that it appointed Ms. Roxanne J. Decyk and Mr. David S. King to serve as Directors of the Board, effective September 21, 2017.
Over the course of her career, Ms. Decyk has held executive roles at Royal Dutch Shell and Amoco where she held executive leadership positions in corporate strategy, human resources and government affairs. She currently serves on the boards of Ensco plc, Orbital ATK Inc., and DigitalGlobe Inc. As a member of the Weatherford Board of Directors, she will serve on the Compensation Committee and the Health, Safety and Environment (“HSE”) Committee.
Mr. King has more than 35 years of extensive experience in international oilfield services including executive operational leadership positions at Halliburton Company where he led the completions and production business segments as well as Eastern Hemisphere operations during his tenure. Most recently, he served Archer Limited as Chief Executive Officer and currently serves on the Board of Sheridan Production Company. As a member of the Weatherford Board of Directors, he will serve on the Board’s Audit Committee and HSE Committee.
“Roxanne and David each bring diverse skills and executive leadership experience that will greatly benefit our Board and Weatherford as we fundamentally strengthen our organization,” said Mark A. McCollum, President and Chief Executive Officer.
“Ms. Decyk’s breadth of experience in corporate strategy and planning gives her a valuable perspective from which to help guide our global organization. Mr. King’s deep knowledge of the oil and gas industry and significant operational experience will prove valuable.
I look forward to working with these accomplished individuals and leveraging their tremendous knowledge and expertise as we aim to deliver operational excellence, strong financial performance, and disciplined growth,” McCollum concluded.
With the additions of Ms. Decyk and Mr. King, the Weatherford Board of Directors has increased from nine to 11 Directors.
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 90 countries and has a network of approximately 860 locations, including manufacturing, service, research and development, and training facilities and employs approximately 29,500 people. For more information, visit www.weatherford.com and connect with Weatherford on LinkedIn, Facebook, Twitter and YouTube.
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Weatherford Contacts:
Christoph Bausch | +1.713.836.4615 |
Executive Vice President and Chief Financial Officer | |
Karen David-Green | +1.713.836.7430 |
Vice President – Investor Relations, Marketing and Communications | |