Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 3, 2026, Weatherford International plc (the “Company” or “Weatherford-Ireland”) held a Special Scheme Meeting of Shareholders (the “Scheme Meeting”) followed by an Extraordinary General Meeting of Shareholders (the “EGM” and, together with the Scheme Meeting, the “Shareholder Meetings”). At the Scheme Meeting, holders of 64,396,379 Ordinary Shares, or approximately 89.77% of the 71,733,989 issued and outstanding Ordinary Shares entitled to vote, were present in person or by proxies; and at the EGM, holders of 64,347,588 Ordinary Shares, or approximately 89.70% of the shares entitled to vote, were present in person or by proxies.
The voting results were as follows:
The Scheme Meeting:
1. The shareholders approved Scheme Meeting Agenda Item 1: To agree to a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014, as amended (the “Companies Act”), substantially in the form attached as Annex A to the Proxy Statement (“Scheme of Arrangement”), that, once it becomes effective, will result in the shareholders of the Company owning common stock of Weatherford International Corp, a Delaware Corporation (“Weatherford-US”), instead of ordinary shares of the Company. Approval of the Scheme of Arrangement required both (i) the approval of a majority in number of registered shareholders (who, being entitled to do so, attended and voted, in person or by proxy, at the Scheme Meeting) and (ii) such approving shareholders representing at least 75% in value of the Weatherford-Ireland ordinary shares held by all registered shareholders so present and voting. Both voting standards were met.
For Against Abstain Broker Non-Votes
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64,034,574 296,905 64,900 —
The EGM:
1. The shareholders voted as follows to approve the Scheme of Arrangement by, and on behalf of, the Company, and to authorize the directors of the Company to take all such actions as they consider necessary or appropriate to carry the Scheme of Arrangement into effect.
For Against Abstain Broker Non-Votes
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63,988,435 297,864 61,289 —
2. The shareholders voted as follows to approve a capital reduction under sections 84 to 86 of the Companies Act to effect the cancellation of Weatherford-Ireland ordinary shares contemplated by the Scheme of Arrangement.
For Against Abstain Broker Non-Votes
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64,292,504 7,477 47,607 —
3. The shareholders voted as follows to approve the terms of an initial subscription, allotment and issue of one, or more, Weatherford-Ireland ordinary shares to Weatherford-US in connection with the Scheme of Arrangement.
For Against Abstain Broker Non-Votes
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64,276,676 9,969 60,943 —
4. The shareholders voted as follows to authorize the directors of Weatherford-Ireland to allot and issue new Weatherford-Ireland ordinary shares to Weatherford-US and/or its nominee(s) in an amount equal to the number of Weatherford-Ireland ordinary shares cancelled in connection with the Scheme of Arrangement and the application of the reserve credit arising in the books of account of Weatherford-Ireland as a result of such cancellation in paying-up in full, to their nominal value, such number of new Weatherford-Ireland ordinary shares to be allotted and issued to Weatherford-US and/or its nominee(s) in the manner described in the Scheme of Arrangement.
For Against Abstain Broker Non-Votes
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64,276,343 10,501 60,744 —
5. The shareholders voted as follows to approve an amendment to the articles of association of Weatherford-Ireland so that any Weatherford-Ireland ordinary shares that are issued on or after the Voting Record Time (as defined in the Scheme of Arrangement) to persons other than Weatherford-US or its nominee(s) will either be subject to the terms of the Scheme of Arrangement or will be immediately and automatically acquired by Weatherford-US and/or its nominee(s) for the Scheme Consideration (as defined in the Scheme of Arrangement).
For Against Abstain Broker Non-Votes
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63,977,312 309,523 60,753 —