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): June 10, 2020

Weatherford International plc

(Exact name of registrant as specified in its charter)

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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:

Securities registered pursuant to Section 12(b) of the Act:

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 ☐

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. ☐

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Appointment of Mr. Karl Blanchard as the Interim Chief Executive Officer and Compensation Arrangements of Mr. Blanchard

Karl Blanchard, Executive Vice President, Chief Operating Officer, and a member of the Office of the Chief Executive of Weatherford International plc (the “Company”), was appointed the interim Chief Executive Officer of the Company effective June 16, 2020, to lead the Company on an interim basis. In connection with such appointment, Mr. Blanchard will have additional responsibilities as determined by the Board of the Company.

In consideration for his expanded responsibilities, effective June 10, 2020, Mr. Blanchard’s base salary has increased by $11,667 per month from his voluntary reduced salary rate. Mr. Blanchard is also eligible to receive monthly cash payments of $370,296, which are payable on the 15th day of each month from July 15, 2020 through February 15, 2021 (the “Additional Payments”). The gross amount of the Additional Payments are subject to repayment if his employment terminates for any reason other than by the Company without cause or for good reason prior to the earlier of (1) February 15, 2021 and (2) the 90th day following the commencement of a new Chief Executive Officer’s employment. Any severance benefits payable to Mr. Blanchard will be reduced by the amount of the Additional Payments actually paid to him as of the date of termination. In addition, the definition of “good reason” under Mr. Blanchard’s Change in Control Agreement and Cash LTI Award has been amended to include the following additional prong: “the occurrence of the earlier of (A) February 15, 2021 and (B) 90 days following the employment commencement date of a new Chief Executive Officer of the Company.”

Additional information concerning Mr. 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, the Company’s Form 8-K filed on June 8, 2020 and the Company’s definitive proxy statement filed on April 27, 2020 (the “Proxy Statement”), in each case, filed with the SEC.

There are no arrangements or understandings between Mr. Blanchard and any other persons pursuant to which Mr. Blanchard was selected to act as the interim Chief Executive Officer of the Company. Mr. Blanchard does not have any family relationships subject to disclosure under Item 401(d) of Regulation S-K or any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. The compensation arrangements for Mr. Blanchard as disclosed above remain in effect as of this time, although changes may occur in the future.

Resignation of Mr. Christian A. Garcia

Christian A. Garcia, Executive Vice President, Chief Financial Officer and a member of the Office of the Chief Executive of the Company, resigned from the Office of the Chief Executive effective as of June 16, 2020. Mr. Garcia also resigned as Executive Vice President and Chief Financial Officer of the Company effective on August 5, 2020.

Appointment of Mr. Benjamin C. Duster IV as a Director

On June 16, 2020, the Board of Directors of the Company (the “Board”) increased the size of its Board from three to four members and appointed Benjamin C. Duster IV to serve as a member of the Board of the Company, effective immediately.

In connection with his appointment to the Board of the Company, Mr. Duster will receive the Company’s standard compensatory arrangements for non-employee directors, which will take into account the reduction in compensation that the current non-employee directors voluntarily implemented effective July 1, 2020. A description of the compensatory arrangements for non-employee directors is included in the Proxy Statement. Mr. Duster will also enter into standard director indemnification agreements with the Company and one of its primary subsidiaries, the forms of which has been previously filed with the SEC.

There are no arrangements or understandings between Mr. Duster and any other persons pursuant to which Mr. Duster was selected as a director. Mr. Duster does not 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 Mr. Duster has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The 2020 Annual General Meeting of Shareholders (the “Annual Meeting”) of the Company was held on June 12, 2020. At the Annual Meeting, 66,126,213 ordinary shares, or approximately 94.44%, of the 70,017,356 issued and outstanding ordinary shares entitled to vote at the Annual Meeting were present in person or by proxies.

Set forth below are the results of the matters voted upon by the shareholders at the Annual Meeting.

In connection with the events disclosed in Item 5.02, the Company issued a press release on June 17, 2020, a copy of which is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

The information contained in this Item 7.01, including in Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933 or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K (including the exhibit hereto or any information included herein or therein) shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

(d)       Exhibits

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.

Date: June 17, 2020