UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| 1 | On April 17, 2020, the New York Stock Exchange (the “NYSE”) filed a Form 25 (the “Form 25”) with the Securities and Exchange Commission delisting our ordinary shares from trading on the NYSE, which delisting became effective 10 days after the filing of the Form 25. In accordance with Rule 12d2-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the de-registration of our ordinary shares under Section 12(b) of the Exchange Act will become effective 90 days from the date of the Form 25 filing. |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departures of Mark McCollum and Christina Ibrahim
Mark A. McCollum, President and Chief Executive Officer of Weatherford International plc (the “Company”), and Christina M. Ibrahim, Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of the Company, left the Company on June 7, 2020. In connection with his departure, Mr. McCollum ceased to be a member of the Board of Directors of the Company (the “Board”) on June 7, 2020, and his candidacy for re-election to the Board at the Company’s 2020 Annual General Meeting of Shareholders will be withdrawn. In connection with their departures from the Company, Mr. McCollum and Ms. Ibrahim will each be entitled to certain termination without “cause” benefits and compensation under the Company’s pre-existing compensation plans and applicable policies and related agreements, including their Change in Control Agreements and the 2020 Long-Term Cash Incentive Plan, forms of which are on file with the Securities and Exchange Commission (the “SEC”) and described in the Company’s annual proxy statement filed with the SEC on April 27, 2020 (the “Proxy Statement”). Mr. McCollum’s and Ms. Ibrahim’s departures were not the result of any dispute or disagreement with the Company on any matter relating to the Company’s accounting practices or financial statements.
Establishment of the Office of CEO
On June 8, 2020, the Board announced the creation of an Office of the Chief Executive effective June 7, 2020, which will be composed of Karl Blanchard, Executive Vice President and Chief Operating Officer, and Christian A. Garcia, Executive Vice President and Chief Financial Officer, to lead the Company on an interim basis.
In connection with the establishment of the Office of the Chief Executive, effective June 7, 2020, Messrs. Garcia and Blanchard will have additional responsibilities as determined by the Board.
Additional information concerning Messrs. Garcia and Blanchard has been previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company’s Form 8-K filed on November 14, 2019 and the Proxy Statement, in each case, filed with the SEC.
On June 8, 2020, the Company issued a press release announcing the departure of Mr. McCollum and the creation of the Office of the Chief Executive. A copy of the press release is filed as Exhibit 99.1 and incorporated herein by reference.
| Item 8.01 | Other Events |
Christi Morrison has been appointed interim General Counsel and Corporate Secretary effective June 7, 2020.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Exhibit Description | |
| 99.1 | Press release dated June 8, 2020 regarding the matters referenced in Item 5.02 and Item 8.01. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
2
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: June 8, 2020 | |
| /s/ Christian A. Garcia | |
| Christian A. Garcia | |
| Executive Vice President and Chief Financial Officer | |
Exhibit 99.1
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NEWS RELEASE |
Weatherford Announces Change to Executive Leadership Team
HOUSTON, June 8, 2020 -- Weatherford International plc (“Weatherford” or the “Company”) today announced that Mark A. McCollum, President, Chief Executive Officer and a director, has left the Company, effectively immediately. Karl Blanchard, Executive Vice President and Chief Operating Officer, and Christian Garcia, Executive Vice President and Chief Financial Officer, will form the Office of the Chief Executive, reporting directly to the Board of Directors and will oversee the day to day operations. The Board of Directors has initiated a search to identify a permanent President and Chief Executive Officer and will work with a leading executive search firm to assist in the process.
“Weatherford delivered materially improved performance this year until the onset of the COVID-19 pandemic and actions by certain oil producing nations created unprecedented uncertainty in the energy and other markets. We will continue to focus our efforts on reducing costs and managing liquidity in the face of this challenging business environment,” said Thomas Bates, Jr., Chairman of the Board. “Karl and Christian have demonstrated that they have the experience and ability to assume these expanded responsibilities. We are confident in their leadership of the Company during this interim period as we conduct the search for a Chief Executive Officer.”
Mr. Bates concluded, “On behalf of the Board, we thank Mark for his contributions to Weatherford. We wish him the best.”
About Karl Blanchard
Karl Blanchard was named Executive Vice President and Chief Operating Officer in August 2017. Mr. Blanchard previously served as the Chief Operating Officer for Seventy Seven Energy where he was responsible for the drilling, hydraulic fracturing, and rental tool business units, as well as key support functions. Prior to Seventy Seven Energy, Mr. Blanchard spent more than 30 years at Halliburton where he was responsible for a significant portion of the company’s flagship product service lines, including production enhancement, cementing, and testing and subsea. He also served as Country Vice President of Halliburton Indonesia. Mr. Blanchard has a Bachelor of Science degree in engineering from Texas A&M University and is a member of the Society of Petroleum Engineers.
About Christian Garcia
Christian Garcia joined Weatherford in January 2020 as Executive Vice President and Chief Financial Officer. Mr. Garcia previously served as Executive Vice President and Chief Financial Officer at Visteon Corporation, a leader in automotive cockpit electronics. He also served as acting Chief Financial Officer of Halliburton Company where he held a variety of leadership positions of increasing responsibility. Earlier in his career, he held financial and planning roles with Landmark Graphics, Bell and Howell, and San Miguel Corporation in the Philippines. Mr. Garcia served as board member and Chairman of the Audit Committee for Keane Group from 2017 to 2019. Mr. Garcia has a bachelor's degree in business economics from the University of the Philippines, and a master’s degree in management from Purdue University.
About Weatherford
Weatherford is the leading wellbore and production solutions company. Operating in more than 80 countries, the Company answers the challenges of the energy industry with its global talent network of approximately 20,000 team members and 600 locations, which include service, research and development, training, and manufacturing facilities. Visit weatherford.com for more information or connect on LinkedIn, Facebook, Twitter, Instagram, or YouTube.
Forward-Looking Statements
This news release contains forward-looking statements concerning, among other things, the Company’s business strategy, plans, goals and objectives. These forward-looking statements are 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, including the extent or duration of business interruptions associated with COVID-19, the price and price volatility of oil and natural gas, the macroeconomic outlook for the oil and gas industry, the duration and severity of the impact of the COVID-19 pandemic on oil and gas demand and commodity prices, our ability to generate cash flow from operations to fund our operations, the outcome of any discussions with our bondholders regarding the terms of a potential restructuring of our indebtedness or a recapitalization of the Company, realization of additional cost savings and operational efficiencies and potential logistical issues and potential non-cash asset impairment charges for long-lived assets, intangible assets or other assets. 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, 2019, the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and those set forth from time-to-time in the Company's other filings with the Securities and Exchange Commission. 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.
Contact
Sebastian Pellizzer
Senior Director, Investor Relations
+1 713-836-6777
investor.relations@weatherford.com