Weatherford International (WFRD) Proxy Filing summary

Executive summary

• Achieved record adjusted EBITDA margins and improved capital structure in 2024, including reduced leverage and enhanced liquidity, with a new shareholder return program featuring a $1 per share annual dividend and a $500 million share repurchase authorization over three years.

• 2024 marked the safest operational year in company history, with new safety benchmarks and successful integration of four strategic acquisitions, reinforcing leadership in digitalization and production optimization.

• Despite sector headwinds in late 2024, secured credit rating upgrades and demonstrated resilience through technology innovation and disciplined execution.

• 2025 focus areas include structural cost optimization, net working capital efficiency, and targeted growth vectors to drive sustainable growth and efficiency.

Voting matters and shareholder proposals

• Shareholders will vote on: election of six directors, ratification of KPMG as auditor, advisory approval of executive compensation, amendment of the equity incentive plan, board authority to issue shares, and board power to opt out of statutory preemption rights.

• All proposals are recommended for approval by the board, with most requiring a majority vote, except the opt-out of preemption rights, which requires 75%.

• Shareholder proposals and director nominations for the 2026 AGM must comply with specified deadlines and procedures.

Board of directors and corporate governance

• Board consists of six directors, five of whom are independent; all committees except Safety, Environment and Sustainability are fully independent.

• Board committees: Audit, Compensation and Human Resources, Nominating and Governance, and Safety, Environment and Sustainability, each with defined oversight roles.

• Annual board and committee self-evaluations, mandatory director retirement at age 70 (with exceptions), and robust share ownership guidelines (CEO: 10x salary, directors: 8x retainer).

• Special committee formed in 2023 for strategic acquisitions, dissolved in January 2024.