Agenda Items

Items Board Recommendation Reason for Recommendation Proxy Page
Election of Directors FOR each nominee The Board believes its members collectively have the skills and expertise needed to successfully continue to oversee the implementation of Weatherford’s strategic plan for the benefit of shareholders, employees, and other stakeholders 5
Ratify Appointment of Independent Auditors FOR Based on the recommendation of the audit committee 18
Approve Executive Compensation FOR The Board believes Weatherford’s executive compensation program effectively aligns executive compensation with performance 20
Reverse Stock Split FOR The Board believes the approval of this agenda item enhances the Company’s position to reduce the risk of NYSE delisting, to increase eligible investor, analyst and broker interest, and to decrease transaction costs to shareholders 40
Authorized Share Increase FOR The Board believes an increase of authorized share capital will provide the Company with greater flexibility in considering and planning for future corporate needs 46
Authority to Issue Shares FOR As required under Irish law for Irish public limited companies and consistent with Irish market practice 47
Power to Opt-Out of Preemption Rights FOR As required under Irish law for Irish public limited companies and consistent with Irish market practice 48
Approve Amended and Restated 2010 Omnibus Plan FOR The Board believes an amendment and restatement to increase the number of shares available under the plan provides incentive opportunities to our officers, directors and employees to align their interests with the interests of our shareholders 49
Approve Employee Stock Purchase Plan Amendment FOR The Board believes that adding additional shares to the Weatherford Employee Stock Purchase Plan (ESPP) ) is necessary to continue to provide an ownership culture that fosters strong engagement from all of our employees, thereby contributing to improved performance for Weatherford shareholders and customers 56