Weatherford International plc 8-K, filed May 16, 2022
Weatherford International plc (WFRD)
8-K
2022-05-16
For: 2022-05-16
View Original
Added on
April 10, 2026
About this 8-K
Weatherford International plc filed this 8-K on May 16, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2022
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: 713 .836.4000
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
Departure of Chief Financial Officer
Weatherford International plc (“Weatherford” or the “Company”) announced today that H. Keith Jennings, its Executive Vice President and Chief Financial Officer, will be leaving Weatherford effective July 31, 2022. Mr. Jennings has agreed to stay through such date in order to facilitate a smooth and orderly transition of his responsibilities. The Company has begun an executive search for a replacement. In conjunction with his departure from the Company, Mr. Jennings will be entitled to certain benefits and compensation under the Company’s pre-existing compensation plans and applicable policies and related agreements, forms of which are on file with the Securities and Exchange Commission (the “SEC”) and described in the Company’s annual proxy statement filed with the SEC on April 22, 2022 (the “Proxy Statement”), as well as subsequent Company filings on Form 8-K. These include benefits under our Second Amended and Restated 2019 Equity Incentive Plan and related award agreements. Receipt of these benefits is subject to his execution of a general release of claims in favor of the Company. Mr. Jennings’ leaving the Company is not the result of any dispute or disagreement with the Company on any matter relating to the Company’s accounting practices or financial statements.
Item 7.01 | Regulation FD Disclosure. | ||||
On May 16, 2022, the Company issued a press release describing certain of the matters in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference herein. The information provided pursuant to this Item 7.01 is “furnished” and shall not be deemed to be “filed” with the SEC or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings. The filing of this Item 7.01 of this Current Report on Form 8-K (including the exhibit hereto or any information included herein or therein) shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
| Item 9.01 | Financial Statements and Exhibits. | |||||||
| (d) | Exhibits | |||||||
| Exhibit Number | Exhibit Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Weatherford International plc | |||||
| Date: May 16, 2022 | |||||
| /s/ Scott C. Weatherholt | |||||
| Scott C. Weatherholt | |||||
| Executive Vice President, General Counsel, and Chief Compliance Officer | |||||
Exhibit 99.1
 | NEWS RELEASE | ||||
Weatherford Announces Executive Leadership Changes
HOUSTON, May 16, 2022 - Weatherford International plc (NASDAQ: WFRD) (“Weatherford” or the “Company”) announced today that H. Keith Jennings, Executive Vice President and Chief Financial Officer, will leave the Company effective July 31, 2022. His leaving the Company is not the result of any dispute or disagreement regarding the Company’s accounting or financial practices, statements, conditions or operations.
Girish Saligram, President and Chief Executive Officer, commented, “Keith’s commitment and leadership to the Company over the past two years helped Weatherford return to a major public exchange, improved and stabilized the capital structure while also making significant contributions to strengthen the Company’s operating profile. I want to personally thank Keith for his dedication and partnership on this journey and wish him the very best. As demonstrated by our first quarter 2022 results, our operating performance continues to improve, and the Company has a bright future ahead.”
H. Keith Jennings, Executive Vice President and Chief Financial Officer, commented, “Since joining the Company, I have witnessed the start of a powerful turnaround, which is evidenced by our financial performance. I have confidence in the direction of the Company and leadership, and our global team’s abilities to continue building the new Weatherford and will be cheering them on as they move forward.”
The Company has initiated a search to identify a Chief Financial Officer and is working with an executive search firm to assist in the process.
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About Weatherford
Weatherford is a leading global energy services company. Operating in approximately 75 countries, the Company answers the challenges of the energy industry with its global talent network of approximately 17,000 team members and approximately 350 operating locations, including manufacturing, research and development, service, and training facilities.
Contacts
For Investors:
Mohammed Topiwala
Director, Investor Relations and M&A
+1 713-836-7777
investor.relations@weatherford.com
For Media:
Kelley Hughes
Director, Global Communications
+1 713-836-4193
media@weatherford.com