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WFT > SEC Filings for WFT > Form 8-K on 20-Jun-2013All Recent SEC Filings




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.

In conjunction with our annual meeting discussed below, effective June 20, 2013, our shareholders elected two new independent directors to our Board of Directors: John D. Gass and Francis S. Kalman. Mr. Gass has been appointed to serve on the Compensation Committee and Mr. Kalman has been appointed to serve on the Audit Committee as Vice Chair.

The information in Item 7.01 below with respect to the appointment of Douglas M. Mills as principal accounting officer is incorporated into this Item.

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

Effective June 20, 2013, our shareholders approved an amendment to our Articles of Association to authorize issuable authorized share capital in an amount equal to 18.22% of current stated capital. The amendment inserts a new Article 5 pursuant to which the Board of Directors may increase our share capital by a maximum amount of CHF 177,480,000 by issuing a maximum of 153,000,000 fully paid-in shares (par value of CHF 1.16 each) during the period from June 20, 2013 to June 20, 2015.

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 General Meeting of Shareholders on June 20, 2013 (the "Annual Meeting"). The following are the results of the matters voted upon by the shareholders at the Annual Meeting:

                                    For                       Votes
          Agenda Item                        Votes Against  Abstaining  Broker Non-Votes
1.   Approve the 2012 Annual    606,308,039    3,959,593    3,228,323          0
     Report, the Consolidated
     Financial Statements for
     fiscal year 2012 and the
     Statutory Financial
     Statements of Weatherford
     International Ltd. for
     fiscal year 2012.

2.   Discharge the Board of     249,177,406   352,495,742   11,822,807         0
     Directors and executive
     officers from liability
     under Swiss law for the
     year ended December 31,

3.   Elect the following
     Bernard J. Duroc-Danner    439,164,319   34,067,548    56,546,948     83,717,140
     Nicholas F. Brady          509,965,284   18,281,887    1,531,644      83,717,140
     David J. Butters           316,372,188   211,607,351   1,799,276      83,717,140
     John D. Gass               520,960,656    7,274,353    1,543,806      83,717,140
     Francis S. Kalman          520,938,562    7,298,709    1,541,544      83,717,140
     William E. Macaulay        506,945,571   21,332,463    1,500,781      83,717,140
     Robert K. Moses, Jr.       315,982,329   212,040,043   1,756,443      83,717,140
     Guillermo Ortiz            382,177,557   146,015,783   1,585,475      83,717,140
     Emyr Jones Parry           518,549,099    9,682,282    1,547,434      83,717,140
     Robert A. Rayne            380,416,209   147,764,587   1,598,019      83,717,140

4. Ratify the appointment of 608,692,457 3,238,180 1,565,318 0 KPMG LLP as our independent registered public accounting firm and elect KPMG AG, as our Swiss statutory auditor.

5. Approve amendments to our 527,662,031 83,503,946 2,330,502 0 Articles of Association to authorize issuable authorized share capital in an amount equal to 18.22% of current stated capital and grant an authorization of the Board of Directors to issue shares from authorized share capital for the period from June 20, 2013 to June 20, 2015.

6. Adopt an advisory 383,151,287 127,799,429 18,828,099 83,717,140 resolution approving the compensation of the named executive officers.

Item 7.01 Regulation FD Disclosure.

Effective June 20, 2013, our Board of Directors appointed the following current employees as officers of Weatherford:

Douglas M. Mills, Vice President and Chief Accounting Officer, will serve as our principal accounting officer. Mr. Mills, 38, joined Weatherford in 2003 and has served in various financial reporting capacities, including Vice President of Corporate Accounting since 2011 and other corporate and regional controller positions of increasing responsibility. Mr. Mills also has over five years of public accounting experience with the firms of Ernst & Young and Arthur Andersen. He is a certified public accountant and holds a MPA/BBA from the University of Texas.

Karen David-Green, Vice President Investor Relations. Ms. David-Green, 45, joined Weatherford as Vice President of Investor Relations in June 2010. Prior to joining Weatherford, Ms. David-Green served as Director of Global Market Research at Baker Hughes from June 2009 to June 2010. Prior to her tenure at Baker Hughes, Ms. David-Green worked on Wall Street for 15 years, including as Executive Director, U.S. Equity Research, Oil Services and Equipment for Oppenheimer & Co. from October 2005 to April 2009, Vice President and Director of Equity Research for the Royal Bank of Canada Dominion Securities, Director, Fixed Income Research for American General Corporation and Director, U.S. Equity Research, Oil Services & Equipment for Caylon Securities USA. She holds a Bachelor of Business Administration degree from the University of Texas at Austin.

Jennifer L. Presnall, Vice President Internal Audit. Ms. Presnall, 43, joined Weatherford in August 1998. She held the positions of Director of Internal Audit from March 2000 to June 2007 and Corporate Controller over Internal Reporting and Accounting Systems from June 2007 to August 2010. In August 2010 she returned to Internal Audit and in April 2012 was appointed Vice President of Audit Services. Mrs. Presnall holds a Bachelors of Business Administration from Cleveland State University and is a certified information systems auditor.

Each of the above officers will enter into an employment agreement in the form incorporated by reference as an exhibit to this report. This agreement is a substantially similar form and on substantially similar terms as the employment agreements of Weatherford's other executive officers, which are described on pages 36-37 and 40-41 of our Proxy Statement dated April 30, 2013. That description is incorporated into this report by reference. Each officer also will enter into an indemnification agreement, the form of which is incorporated by reference as an exhibit to this report.

As previously announced, Dr. Samuel W. Bodman III has retired from our Board of Directors for personal reasons and declined to stand for re-election this year. His last act as a director was to participate in our Annual General Meeting. Weatherford thanks him for three years of service on our Board.

Additionally, Mr. Joseph C. Henry, our Senior Vice President and Co-General Counsel, informed us on June 20, 2013 that he will leave Weatherford effective as of the end of June 2013. We expect to appoint a successor to this position shortly thereafter, and Mr. Henry has agreed to assist in a transition for up to six months on a part-time basis at approximately 20% of his prior compensation.
Weatherford thanks Mr. Henry for ten years of dedicated service to the company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 Articles of Association of Weatherford International Ltd., dated June 20, 2013.
10.1 Form of Executive Employment Agreement of Weatherford International Ltd. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 1-34258) filed March 11, 2013).
10.2 Form of Indemnification Agreement of Weatherford International Ltd., for use with directors and executive officers (incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K (File No. 1-34258) filed February 26, 2009).

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