Weatherford International (WFRD) Proxy filing summary

Executive summary

• Shareholders are asked to approve a redomestication of the parent company from Ireland to Delaware, USA, via a court-sanctioned scheme of arrangement under Irish law, with Weatherford-US becoming the new parent entity.

• The redomestication aims to simplify the corporate structure, reduce compliance costs, enhance access to U.S. capital markets, and generate estimated annual cash savings of $20–30 million starting in 2027.

• The process involves two meetings: a Scheme Meeting and an Extraordinary General Meeting (EGM), both scheduled for September 3, 2026, in Houston, Texas.

• Shareholders will receive one share of Weatherford-US common stock for each Weatherford-Ireland ordinary share they own, with no change to their relative ownership or economic interest.

• The Board unanimously recommends voting FOR all proposals and highlights that the Nasdaq listing and ticker symbol will remain unchanged.

Voting matters and shareholder proposals

• Scheme Meeting: Vote on the Scheme of Arrangement to effect the redomestication.

• EGM: Vote on six proposals, including implementation of the scheme, capital reduction, share allotment to Weatherford-US, application of reserves, amendment of articles, and potential adjournment.

• Approval thresholds: Scheme requires a majority in number and 75% in value; EGM items require either a simple majority or 75% depending on the resolution.

• Both proxy cards (yellow for Scheme Meeting, blue for EGM) must be completed for votes to count.

Board of directors and corporate governance

• The current Board and executive officers will continue in their roles for Weatherford-US after the redomestication.

• Delaware law and new bylaws will govern shareholder rights and Board powers, with notable differences from Irish law, including director election, removal, and indemnification provisions.

• The Board has authority to issue preferred stock and fill Board vacancies, and special meetings can be called by the Board or holders of at least 25% of shares.