Weatherford International PLC

Management is asking shareholders at the Court Meeting to approve a scheme of arrangement under Irish law that effects the company’s redomestication from Ireland to the United States by creating Weatherford International Corp (Weatherford-US), cancelling Weatherford-Ireland ordinary shares and issuing one share of Weatherford-US common stock for every Weatherford-Ireland ordinary share held (one-for-one). The Board seeks this sanction because the redomestication requires a statutory court process under Irish law; sanction by the Irish High Court is necessary for the exchange to occur and to rely on the SEC registration exemption under Section 3(a)(10) for the securities exchange. The Board argues that the change of domicile will simplify corporate and regulatory complexity, align legal domicile with the company’s operational headquarters in Texas, potentially reduce administrative and compliance costs, improve treasury and capital-market flexibility (including broader access to U.S. lenders and investors), facilitate M&A carry-outs, and provide tax and governance benefits under Texas law. The Board unanimously recommends that shareholders vote FOR the proposal. Approval requires both (i) a meeting majority in number and 75% in value at the Court Meeting, and (ii) related ordinary and special resolutions at the AGM (the Conditional Proposals). The Scheme’s implementation is conditional on shareholder approvals, certain regulatory clearances, and sanction by the Irish High Court, and the Board retains the right to abandon or delay the transaction prior to Court sanction. If approved and sanctioned, Weatherford-US will issue shares in exchange and seek Nasdaq listing under the same ticker, and shareholders’ proportional ownership and economic interest will not be diluted by the exchange.

The Board asks shareholders to approve, on a non-binding advisory basis, the compensation program for named executive officers as described in the proxy. Management frames the program as pay-for-performance with short- and long-term incentives tied to adjusted EBITDA, adjusted free cash flow, operational metrics, and governance features including clawbacks and share ownership guidelines. The vote is advisory only but used by the Compensation Committee to guide future pay decisions and to signal shareholder support for compensation design. The company highlights 2025 outcomes (STI payments at ~98% of target on average for NEOs, plan features, and the link between pay and corporate metrics) as rationale for recommending a FOR vote. Shareholders should consider the alignment of pay outcomes with realized financial performance, the extensive use of performance-based PSUs, and the governance protections (clawbacks, anti-hedging) when evaluating the proposal.

Management seeks shareholder approval to amend and restate the 2019 Equity Incentive Plan to add 565,000 new ordinary shares to the plan reserve, increasing the available pool to 2,395,005 shares. This is to allow continued annual equity grants to employees and directors to support retention and pay-for-performance alignment while avoiding a sudden need to replace equity with cash compensation. The Board and Compensation Committee point to a modest historical burn rate (~1.58% three-year average), plan design features that limit dilution and protect shareholders (no evergreen, no repricing, no below-market options, dividend equivalents only on vesting, clawback provisions), and governance oversight by an independent committee with an independent compensation consultant. The proposal requires a simple majority vote. If not approved, the Company warns it may need to increase cash compensation to remain competitive, which could harm cash resources and reduce alignment of employee incentives with shareholders. The Committee emphasizes that only a small incremental increase is requested and that the amendment remains subject to standard grant practices, committee discretion, and shareholder reporting.

The Board requests routine renewal of its ability under Irish law to allot and issue up to 14,387,000 ordinary shares (approx. 20% of current issued capital) for the near-term period. This is a standard matter for Irish public companies and provides flexibility for capital raising, potential acquisitions, and corporate actions, while subject to Nasdaq and SEC rules. The proposal is an ordinary resolution requiring a simple majority. If not renewed, the company would have to seek shareholder approval for future issuances, potentially delaying financing and transactions. Management emphasizes the renewal is a standard governance step and seeks to maintain parity with other Nasdaq-listed peers incorporated outside Ireland.

A routine special-resolution renewal asking shareholders to empower the Board to issue shares for cash without first offering them pro rata to existing shareholders (statutory pre-emption rights), limited to rights issues and a 20% issuance headroom. This authority facilitates timely capital raises and transactions under Irish law and aligns with market practice for listed groups; it is subject to Nasdaq and SEC protections and requires 75% shareholder approval as an Irish special resolution.

Shareholders at the AGM are asked to approve the Scheme of Arrangement on behalf of Weatherford-Ireland and authorize the directors to take all necessary actions to implement the Scheme, subject to prior approval at the Court Meeting and satisfaction of other conditions. This approval is a procedural AGM-level step required by Irish law to allow the company to proceed to court sanction and execute the capital reduction and share allotments that effect the redomestication. The proposal is management-led and the Board recommends a FOR vote because it enables the Company to implement the redomestication following shareholder consent and Court sanction. The vote is an ordinary resolution requiring a simple majority. The Scheme’s completion remains conditional on multiple items: Court sanction, related special AGM approvals (capital reduction, allotments, Articles amendment), regulatory filings, and the Company’s discretion not to abandon prior to Court sanction.

To enable the Scheme, shareholders must approve a statutory capital reduction under Irish law to effect the cancellation of existing Weatherford-Ireland shares as contemplated by the Scheme. This capital restructuring is a technical step that creates the reserve credit used to allot new shares to the acquiring Weatherford-US. The Board recommends a FOR vote as this approval is a prerequisite to completing the redomestication and subsequent issuance of Weatherford-US common stock to Weatherford-Ireland shareholders; it requires a 75% supermajority as a special resolution.

AGM approval is requested for the subscription agreement under which the Company will issue one or more new Weatherford-Ireland shares to Weatherford-US, a procedural step required for the allotment sequence in the Scheme. This is a special-resolution item and a condition to effecting the capital reorganization that supports the redomestication; the Board recommends FOR.

AGM approval is requested to authorize the Board to allot and issue new Weatherford-Ireland shares to Weatherford-US equal to the number of cancelled shares and to apply the reserve credit created by the capital reduction to pay up those new shares to nominal value, thereby enabling Weatherford-US to be the registered shareholder of Weatherford-Ireland and serving as the technical step that permits Weatherford-US to issue consideration shares to Weatherford-Ireland shareholders. This is an ordinary-resolution item and is a required step to effect the Scheme if shareholders approve it at the Court Meeting and the Irish High Court sanctions it. The Board recommends FOR.

This special-resolution would amend the articles to ensure any ordinary shares issued after the Voting Record Time are either subject to the Scheme or automatically transferred to Weatherford-US for the Scheme Consideration, protecting the transaction from new issuances that could frustrate the Sanction Hearing or the Scheme and ensuring equitable treatment. The Board recommends FOR and requires 75% approval.

This routine ordinary-resolution grants the AGM chair authority to adjourn the meeting to solicit additional proxies if there are insufficient votes to approve the Scheme-related Conditional Proposals at the AGM. The Board recommends FOR to ensure flexibility to achieve required shareholder support if initial votes are insufficient.