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WFT > SEC Filings for WFT > Form 8-K on 23-May-2012All Recent SEC Filings

Show all filings for WEATHERFORD INTERNATIONAL LTD./SWITZERLAND | Request a Trial to NEW EDGAR Online Pro

Form 8-K for WEATHERFORD INTERNATIONAL LTD./SWITZERLAND


23-May-2012

Change in Directors or Principal Officers, Amendments


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 22, 2012, the Weatherford International, Inc. Executive Deferred Compensation Stock Ownership Plan (as amended and restated, the "EDC") was terminated. The EDC contains fully paid and vested shares of Weatherford International Ltd. (the "Company") held in employee participant accounts. The EDC was frozen in 2008, and no further benefits have accrued to participants in the plan since then. These shares were purchased in prior years using compensation deferred in prior years by participants and previously matched by Weatherford. As a result of the termination, participants who own shares in the EDC that had been fully vested as of the end of 2004 are having those shares distributed to them in accordance with the plan. This distribution does not constitute any new or current compensation, but reflects compensation from 2004 and before.

The information included under Item 5.07 hereto is incorporated herein by reference.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective May 23, 2012, we amended our Articles of Association to reflect changes in our outstanding share capital resulting from our issuance of 70,028,143 registered shares out of authorized capital (the "Shares") to one of our subsidiaries in connection with an internal restructuring of certain of the Company's assets. The issuance of the Shares was exempt pursuant to Section 4(2) of the Securities Act of 1933, as amended. The amended Articles of Association reflect the increase of our share capital by a total of CHF 81,232,645.88, which is an amount equal to the number of registered Shares issued in connection with the transaction noted above times the par value per share of CHF 1.16.

As a result of the issuance, we made corresponding changes to our Articles of Association to reduce our remaining authorized capital by the amount of the capital increase. A copy of our amended Articles of Association is attached hereto as Exhibit 3.1.



Item 5.07 Submission of Matters to a Vote of Security Holders.

We held our Annual Meeting of Shareholders on May 23, 2012 (the "Annual Meeting"). The following are the results of the matters voted upon by the shareholders at the Annual Meeting:

                                                    Votes            Votes           Votes          Broker
                   Agenda Item                       For            Against       Abstaining      Non-Votes
1.   Approve the 2011 Annual Report, the
     Consolidated Financial Statements for
     fiscal year 2011 and the Statutory
     Financial Statements of Weatherford
     International Ltd. for fiscal year 2011.     542,518,978       1,812,682       3,096,220        477,320


--------------------------------------------------------------------------------
2.   Discharge of the Board of Directors
     and executive officers from liability
     under Swiss law for the year ended
     December 31, 2011.                        418,043,231       121,005,642       8,378,997          477,330

3.   Elect the following directors:

     Bernard J. Duroc-Danner                   433,840,706        24,218,656       2,307,682       87,538,156
     Samuel W. Bodman, III                     303,121,560       155,197,479       2,048,025       87,538,136
     Nicholas F. Brady                         444,032,990        13,663,316       2,670,738       87,538,156
     David J. Butters                          283,069,127       173,994,280       3,303,636       87,538,157
     William E. Macaulay                       391,338,992        66,992,942       2,035,109       87,538,157
     Robert K. Moses, Jr.                      290,994,469       167,335,603       2,036,972       87,538,156
     Guillermo Ortiz                           354,430,540       102,663,727       3,272,777       87,538,156
     Emyr Jones Parry                          454,179,401         4,175,967       2,011,675       87,538,157
     Robert A. Rayne                           283,189,149       175,127,552       2,050,343       87,538,156

4.   Ratify the appointment of Ernst &
     Young LLP as our independent
     registered public accounting firm and
     re-elect Ernst & Young Ltd, Zurich as
     our statutory auditor.                    473,478,497        71,522,892       2,903,804                0

5.   Approve amendments to our Articles of
     Association to extend the
     authorization of the Board of
     Directors to issue shares from
     authorized share capital to May 23,
     2014 and to increase issuable
     authorized capital to an amount equal
     to 50% of current stated capital.         285,122,495       173,249,790       1,994,758       87,538,157

While Proposal 5 received approval of a majority of the Company's outstanding shares voting at the Annual Meeting, such proposal required approval of two-thirds of the Company's outstanding shares voting at the meeting to be adopted in accordance with Swiss law.

6. Approve an amendment to our 2010 Omnibus Incentive Plan (the "Plan") to increase the number of shares authorized for issuance under the Plan. 441,264,535 17,098,365 2,004,144 87,538,156

As a result of shareholder approval of Proposal 6, the number of shares authorized for issuance under the Plan increased from 10,144,000 shares to 28,144,000 shares. No other amendments were made to the Plan.

7. Adopt an advisory resolution approving the compensation of the named executive officers. 249,727,518 208,555,432 2,084,094 87,538,156




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 Articles of Association of Weatherford International Ltd., dated May 23, 2012.


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