Attached files
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EX-3.1 - EX-3.1 - Weatherford International Ltd./Switzerland | h74000exv3w1.htm |
EX-99.1 - EX-99.1 - Weatherford International Ltd./Switzerland | h74000exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 22, 2010
Weatherford International Ltd.
(Exact name of registrant as specified in its charter)
Switzerland | 001-34258 | 98-0606750 | ||
(State or other jurisdiction of | Commission File Number | (I.R.S. Employer Identification | ||
incorporation) | Number) |
4-6 Rue Jean-François Bartholoni | ||
1204 Geneva | ||
Switzerland | Not Applicable | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: +41-22-816-1500
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. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | 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.
Appointment of Principal Accounting Officer
The Audit
Committee of Weatherford International Ltd. designated Charles E. Geer, Jr., Vice
President Financial Reporting as our principal accounting
officer effective June 22, 2010. Mr. Geer, age 40, joined Weatherford in
2007 as Corporate Controller External Reporting. From 2001 - 2007,
Mr. Geer worked for Halliburtons corporate office in various
positions.
Approval of 2010 Omnibus Incentive Plan
The shareholders of Weatherford International Ltd. approved the adoption of the Weatherford
International Ltd. 2010 Omnibus Incentive Plan (the Plan) at our annual shareholders meeting on
June 23, 2010. The descriptions of the Plan, as well as the
grant to Mr. Duroc-Danner of 530,035 performance-based restricted
share units contingent on shareholder approval of the Plan, that are
set forth in our proxy statement dated May 13, 2010 are
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Weatherford International Ltd. held its 2010 Annual Meeting of Shareholders on June 23, 2010 (the
Annual Meeting). The following are the results of the matters voted upon by the shareholders at
the Annual Meeting:
Outcome | Broker | |||||||||||||||||||||||
of Vote | Votes For | Against | Abstain | Non-Votes | ||||||||||||||||||||
1. | Approval of the 2009 Annual Report, the Consolidated Financial Statements of Weatherford International Ltd. for the year ended December 31, 2009 and the Statutory Financial Statements of Weatherford International Ltd. for the year ended December 31, 2009. | FOR | 549,963,952 | 1,615,170 | 2,690,962 | 0 | ||||||||||||||||||
2. | Discharge of the Board of Directors and executive officers from liability for actions during the year ended December 31, 2009. | FOR | 536,659,936 | 11,826,575 | 5,783,573 | 0 | ||||||||||||||||||
3. | Election of the
following Nominees as
Directors, as set
forth in the Proxy
Statement: |
|||||||||||||||||||||||
Bernard J. Duroc-Danner |
FOR | 344,949,728 | 119,825,784 | 581,071 | 88,913,509 | |||||||||||||||||||
Samuel W. Bodman, III |
FOR | 463,020,872 | 1,698,250 | 637,461 | 88,913,509 | |||||||||||||||||||
David J. Butters |
FOR | 336,645,570 | 128,165,159 | 545,854 | 88,913,509 | |||||||||||||||||||
Nicholas F. Brady |
FOR | 409,359,988 | 54,921,939 | 1,074,656 | 88,913,509 |
Outcome | Broker | |||||||||||||||||||||||
of Vote | Votes For | Against | Abstain | Non-Votes | ||||||||||||||||||||
William E. Macaulay |
FOR | 288,181,405 | 176,631,527 | 543,650 | 88,913,510 | |||||||||||||||||||
Robert B. Millard |
FOR | 286,080,504 | 178,728,732 | 547,347 | 88,913,509 | |||||||||||||||||||
Robert K. Moses, Jr. |
FOR | 288,474,332 | 176,327,766 | 554,485 | 88,913,509 | |||||||||||||||||||
Guillermo Ortiz |
FOR | 463,246,839 | 1,496,314 | 613,430 | 88,913,509 | |||||||||||||||||||
Emyr Jones Parry |
FOR | 463,156,077 | 1,549,405 | 651,100 | 88,913,510 | |||||||||||||||||||
Robert A. Rayne |
FOR | 336,850,268 | 127,963,799 | 542,515 | 88,913,510 | |||||||||||||||||||
4. | Appointment of Ernst &
Young LLP as
independent registered
public accounting firm
for year ending
December 31, 2010 and
the re-election of
Ernst & Young Ltd.
Zurich as statutory
auditor for year
ending December 31,
2010. |
FOR | 551,924,499 | 1,843,555 | 502,028 | 10 | ||||||||||||||||||
5. | Approval of the
reclassification of
CHF 475 million of
legal reserves
(additional paid-in
capital) to other
reserves. |
FOR | 547,006,409 | 3,412,810 | 3,850,867 | 0 | ||||||||||||||||||
6. | Approval of an
amendment to the
Articles of
Association to extend
the Companys
authorized share
capital to June 23,
2012 and to increase
issuable authorized
capital to an amount
equal to 50% of stated
capital as of May 5,
2010. |
FOR | 515,064,308 | 36,062,703 | 3,142,375 | 706 | ||||||||||||||||||
7. | Approval of an
amendment to the
Articles of
Association to
increase the amount of
conditional capital to
50% of stated capital
as of May 5, 2010 and
to specify in the
Articles of
Association the amount
of conditional share
capital that may be
allocated to each
category of
beneficiary provided
for in the Articles. |
FOR | 514,362,983 | 36,297,155 | 3,609,250 | 704 | ||||||||||||||||||
8. | Approval of the
Weatherford
International Ltd.
2010 Omnibus Incentive
Plan. |
FOR | 421,841,740 | 42,335,478 | 1,178,655 | 88,914,209 |
Item 8.01 Other Events.
On June 23, 2010, Weatherford International Ltd. issued a press release announcing the election of
three new directors to our Board of Directors: Dr. Samuel W. Bodman, III; Dr. Guillermo Ortiz; and
Sir Emyr Jones Parry. A copy of the press release is attached hereto as Exhibit 99.1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description of Document | |
3.1*
|
Articles of Association of Weatherford International Ltd., a Swiss joint stock corporation, as approved by the shareholders on June 23, 2010. | |
10.1
|
Weatherford International Ltd. 2010 Omnibus Incentive Plan (incorporated by reference to Annex C of the companys proxy statement filed on May 13, 2010). | |
99.1*
|
Press Release of Weatherford International Ltd. dated June 23, 2010. |
* | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
WEATHERFORD INTERNATIONAL LTD.
By: Name: |
/s/ Joseph C. Henry
|
|||
Title:
|
Vice President |
June 23, 2010