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| WFT > SEC Filings for WFT > Form 8-K on 23-May-2012 | All Recent SEC Filings |
23-May-2012
Change in Directors or Principal Officers, Amendments
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.
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.
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
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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
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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
(d) Exhibits
3.1 Articles of Association of Weatherford International Ltd., dated May 23, 2012.
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