DEFA14A 1 defa14aproxyupdatejune2017.htm DEFA14A JUNE2017 UPDATE Wdesk | Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.    )
  
Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐
Check the appropriate box:
 
Preliminary Proxy Statement
 
 
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
 
 
Definitive Proxy Statement
 
 
 
Definitive Additional Materials
 
 
 
Soliciting Material Under Rule §240.14a-12

Weatherford International plc
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
 
No fee required.
 
 
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
 
 
 
1)
Title of each class of securities to which transaction applies:
 
 
 
 
 
 
2)
Aggregate number of securities to which transaction applies:
 
 
 
 
 
 
3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
 
 
4)
Proposed maximum aggregate value of transaction:
 
 
 
 
 
 
5)
Total fee paid:
 
 
 
 
 
 
 
Fee paid previously with preliminary materials:
 
 
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
 
 
 
1)
Amount previously paid:
 
 
 
 
 
 
2)
Form, Schedule or Registration Statement No.:
 
 
 
 
 
 
3)
Filing party:
 
 
 
 
 
 
4)
Date Filed:
 
 
 
 






Dear fellow Weatherford shareholder:
 
We are writing to you concerning Weatherford’s 2017 Annual General Meeting of Shareholders to be held on Thursday, June 15th, 2017, in Switzerland. You have previously received a copy our Proxy Statement, which is also available at www.weatherfordannualmeeting.com. In our Proxy Statement, our Board of Directors unanimously recommends a vote “FOR” the election of each of our director nominees.

As you may be aware, ISS Proxy Advisory Services (“ISS”), initially recommended a vote “FOR” the election of all of Weatherford’s director nominees. However, ISS recently changed their initial recommendation with respect to Dr. Guillermo Ortiz, one of our directors, based on their characterization of his service as being “overboarded”. It is worth noting, Glass Lewis, another proxy advisory firm, has voted in favor of Dr. Ortiz.

Dr. Ortiz serves on the board of Banco BTG Pactual and BTG Pactual Participations. BTG Pactual is structured as two separate sub-groups of commonly owned entities: (i) Banco BTG Pactual and (ii) BTG Pactual Participations, which is the general partner of, and controls, BTGI. However, the two sub-groups are managed in a strategically unified manner for the benefit of the overall enterprise. As such, Weatherford considers this service, and the related time commitment of Dr. Ortiz, to be for the benefit of one company and we do not view him as “overboarded”.

As set forth in our corporate governance principles, when evaluating our directors in consideration of re-election, “[d]irectors are evaluated based on their history of attendance at Board and committee meetings as well as contributions and effectiveness at such meetings. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serve on the Board for an extended period of time.”

We strongly believe Dr. Ortiz has devoted, and will continue to devote, sufficient time to carry out his Weatherford board duties effectively. The boards of Banco BTG Pactual and BTG Pactual Participations meet at the same time and belong to the same group of companies. Dr. Ortiz service on these boards does not detract from his service on Weatherford’s board. As described on page 8 of our proxy statement along with his biography, Dr. Ortiz has:
extensive international finance and banking experience in the public and private sector;
expertise regarding global economic matters and multi-national financing, an important element of the Company’s global strategy;
international perspective, with a focus on Latin America; and he is a
frequent speaker, author of topical articles, and educator, providing a current perspective on financial matters.

THE BOARD OF DIRECTORS CONTINUES TO RECOMMEND THAT YOU VOTE “FOR” EACH NOMINEE FOR DIRECTOR.

If you have not voted, you may still vote your shares until the voting deadline set forth in the Proxy Statement: (5:59 a.m. (Central European Time) on June 14, 2017 (11:59 p.m. (Eastern Time) on June 13, 2017)).

If you have already voted your shares and wish to change your vote, you may still do so. Please let us know if you wish to discuss. Contact information is below.

Karen David-Green, Vice President of Investor Relations and Marketing and Communications, Phone: 713.836.7430, Karen.David-Green@weatherford.com; or
Christina M. Ibrahim, Executive Vice President, General Counsel and Corporate Secretary, Phone: 713.836.7024, Christina.Ibrahim@weatherford.com

Thank you for your time and consideration of this matter.


Kindest Regards,


Karen David-Green
Vice President of Investor Relations and Marketing and Communications