UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

Weatherford International plc

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

AGENDA ITEMS FOR YOUR VOTE

Voting instructions for shareholders of record and beneficial shareholders

You may vote using one of the following options. In all cases, have your proxy card or voting instructions form in hand and follow the instructions.

By mail   Follow the instructions to mark, sign, and date your proxy card

By phone   Use any touch-tone telephone to transmit your voting instructions   1-800-690-6903

By internet   Use the internet to transmit your voting instructions   www.proxyvote.com

Shareholder Feedback

Feedback from our shareholders is important to us and considered carefully. Your Board will be available at the Annual General Meeting to respond to any questions shareholders may raise regarding our activities. Once again, we invite interested parties to submit feedback through our Annual General Meeting website, www.weatherfordannualmeeting.com.

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A MESSAGE FROM YOUR

BOARD OF DIRECTORS

To Our Fellow Shareholders,

Throughout 2018, we worked to transform our organization and build momentum toward profitable growth. In the midst of volatility in the energy sector as well as the stock market, we maintained our resolve: with challenges come opportunities. Our transformation initiative — including innovative new technologies, our newly articulated flawless execution standard and our One Weatherford culture of employee engagement — is impacting every aspect of our company. Every action is focused on satisfying customer needs, delivering improved financial results and creating long-term value for all of our stakeholders.

2018 Strategic Achievements

Weatherford International plc – 2019 Proxy Statement  IV

We thank you for your support, and we look forward to our Annual General Meeting.

Weatherford International plc – 2019 Proxy Statement  V

CHALLENGING INDUSTRY LANDSCAPE

A severe decline in oil prices during the fourth quarter triggered a sell-off in the oilfield service sector. Industry stock prices descended below trough levels during the 2008 to 2009 financial crisis. Front-month contracts for West Texas Intermediate crude dropped from over $76 per barrel on October 3, 2018, to below $44 per barrel on Christmas Eve. Threats from increasing interest rates and global trade disputes shook the broader market. The S&P 500 index dropped nearly 20% from its high for the year reached in September 2018, to its low also on Christmas Eve. Correspondingly, the OSX Index declined by over 50% during trading between early October and late December, and it closed at a low below 76, a level last seen in 2002.

Our Transformation

In late 2017, Weatherford embarked on a transformation to achieve $1 billion in business enhancements and profit improvements by year-end 2019. Ultimately, our transformation is challenging the way we operate—pushing us to innovate, collaborate, and work more efficiently than ever before. At year-end 2018, the company had implemented more than $800 million of recurring EBITDA improvements, providing a clear line of sight to our $1 billion target. The table below demonstrates our progress throughout 2018.

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GOVERNANCE AND SUSTAINABILITY HIGHLIGHTS

Our Board is committed to delivering the highest standards of corporate governance to all of its shareholders, employees and customers. As such, our Board and its committees meet regularly to ensure our processes recognize best practices and remain aligned with our strategic objectives. In addition, fundamental to our goals as an organization is our focus on being a good corporate citizen, maintaining excellence in the quality of our work, safety of our employees, and in our efforts to protect the environment as we help provide energy vital to economic development and quality of life.

An Active and Engaged Board

Committed to Safe, Ethical, and Sustainable Practices

SUMMARY OF 2018 GOALS				IN PROGRESS		COMPLETE
		Sustainable Performance
		•  6% reduction in total electrical use
		•  5% reduction in total water use
		•  Target total recordable incident rate (TRIR): 0.34
		•  10% reduction nonproductive time (NPT) incidents
		Responsible Operations
		•  Launch revised Supplier Code of Conduct
		•  Issue Disruptive Event Management Standard
		World-Class People
		•  Drive support for employee network groups
		•  Implement advancements to recruitment
		Global Citizenship
		•  Formalize corporate charitable giving standard and establish framework to track donations

Weatherford International plc – 2019 Proxy Statement  VII

COMPENSATION HIGHLIGHTS

The Compensation Committee aims to provide a framework that aligns the interest of our executive officers with those of our shareholders. Our compensation philosophy supports key financial and strategic objectives as well as drives and rewards strong business performance. This dual approach provides a clear link between pay and performance. The Compensation Program, which gives due consideration to shareholder feedback, continues to evolve to ensure superior value to our shareholders.

Our 2018 Performance

Principal Elements of Compensation

Our compensation program rewards our named executive officers (NEOs) for achieving strategic and operational goals, and it emphasizes long-term performance for Weatherford shareholders.

Target Compensation Mix

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NOTICE OF 2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS

June 25, 2019

10:00 a.m. (Central European Time)

Lorzensaal Cham, Cham, Canton of Zug, Switzerland

AGENDA

The foregoing items, including the votes required in respect of each, are set forth and more fully described in the accompanying Proxy Statement.

RECORD DATE

April 26, 2019

VOTING

Only registered shareholders as of the close of business on the record date will be entitled to attend, vote or grant proxies to vote at the Annual General Meeting. Any such registered shareholder may appoint one or more proxies, by any of the means outlined in the Proxy Statement, to attend, speak and vote in his or her place at the Annual General Meeting. A proxy holder need not be a registered shareholder. Proxies must be received by the Voting Deadline set forth in the Proxy Statement.

DISTRIBUTION OF PROXY MATERIALS

This notice, the Proxy Statement (of which this notice forms a part), our Annual Report on Form 10-K, and our Irish Statutory Accounts are available electronically on our website at www.weatherford.com. These materials were mailed or made available on or about April [29], 2019 to each registered shareholder in our share register as of the record date. Any shareholder may also obtain a copy of these documents by contacting our U.S. Investor Relations Department at 2000 St. James Place, Houston, Texas 77056 or by telephone at +1 (713) 836-4000.

ANNUAL REPORT AND FINANCIAL STATEMENTS

During the Annual General Meeting the Company’s management will present Weatherford’s Irish Statutory Accounts for the fiscal year ended December 31, 2018, along with related directors’ and auditor’s reports, and review the Company’s affairs.

April [29], 2019

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting to be Held on June 25, 2019: The Proxy Statement of Weatherford International plc, our 2018 Annual Report and Irish Statutory Accounts are available at: at www.proxyvote.com.

Weatherford International plc — 2019 Proxy Statement     

Weatherford International plc — 2019 Proxy Statement     

     Weatherford International plc — 2019 Proxy Statement

PROXY STATEMENT

MEETING AND VOTING INFORMATION

ANNUAL GENERAL MEETING:

June 25, 2019 at 10:00 a.m. (Central European Time), Lorzensaal Cham, Cham, Canton of Zug, Switzerland.

GENERAL

In this Proxy Statement, “Weatherford,” “the Company,” “we,” “us” and “our” refer to Weatherford International plc, an Irish public limited company and Swiss tax resident.

Our principal executive offices in Switzerland are located at Weststrasse 1, 6340 Baar, Switzerland, and our telephone number is +41.22.816.1500.

References to “$” or “USD” in this Proxy Statement are references to United States dollars.

This Proxy Statement and proxy card are first being mailed or made available on behalf of our Board of Directors, or our “Board,” to all shareholders beginning on or about April [29], 2019.

AGENDA

During the Annual General Meeting, management will present the Company’s Irish Statutory Accounts for the fiscal year ended December 31, 2018, along with related directors’ and auditors’ reports, and review the Company’s affairs.

WHO CAN VOTE

All registered shareholders at the close of business on April 26, 2019 (the “Record Date”) have the right to notice of, and to vote, in person or by proxy, at the Annual General Meeting. Registered shareholders are entitled, on a poll, to one vote per ordinary share on all matters submitted to a vote of shareholders at the Annual General Meeting, so long as those shares are represented at the Annual General Meeting in person or by proxy. A registered shareholder may appoint one or more proxies to attend, speak and vote in their place at the Annual General Meeting. A proxy holder does not need to be a registered shareholder.

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PROXY STATEMENT

MEETING ATTENDANCE

If you wish to attend the Annual General Meeting in person, you will need to bring proof of identification along with proof of your share ownership. If your shares are held beneficially in the name of a bank, broker or other nominee, you may bring a bank or brokerage account statement as your proof of ownership of shares as of the record date.

Registered shareholders who wish to so participate in the Annual General Meeting may do so by attending in person or at the offices of our Irish lawyers, Matheson, located at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland, at the time of the meeting. All attendees will need to bring proof of identification along with proof of share ownership.

HOW TO VOTE

To ensure your representation at the Annual General Meeting, we request that you grant your proxy to vote on each of the proposals in this Proxy Statement and any other matters that may properly come before the meeting to the persons named in the proxy card, by voting in one of the ways described on page iii no later than the Voting Deadline (defined below) whether or not you plan to attend.

Voting Deadline: 5:59 a.m. (Central European Time) on June 24, 2019 (11:59 p.m. (Eastern Time) on June 23, 2019).

Most of our individual beneficial owners hold their shares through a brokerage account and therefore are not listed in our share registry.

Shareholders who hold their shares through a broker or other nominee (in “street name”) must vote their shares in the manner prescribed by their broker or other nominee. Shareholders who hold their shares in this manner and wish to vote in person at the meeting must obtain a valid proxy from the organization that holds their shares. This may be very difficult for an individual shareholder to do, so individual shareholders holding in street name are strongly encouraged to submit their proxy to their broker, who in turn will vote in accordance with their directions. See “Quorum and Voting” as to the effect of broker non-votes.

QUORUM AND VOTING

A quorum at our Annual General Meeting will be two or more persons holding or representing by proxy more than 50% of the total issued voting rights of our ordinary shares. As of the Record Date, there were approximately [1,003,334,214] ordinary shares issued and entitled to vote.

For purposes of determining a quorum, abstentions and “broker non-votes” present in person or by proxy are counted as represented. A “broker non-vote” occurs when a nominee (such as a broker) holding shares for a beneficial owner abstains from voting on a particular proposal because the nominee does not have discretionary voting power for that proposal and has not received instructions from the beneficial owner on how to vote those shares.

If you are a beneficial shareholder and your broker or other nominee holds your shares in its name (in “street name”), the broker generally has discretion to vote your shares with respect to “routine” proposals. The “routine” proposal in this Proxy Statement is Agenda Item 2. All other proposals (i.e., Agenda Items 1, 3, 4, 5, 6, 7, 8 and 9) are “non-routine” and your broker may not vote your shares. Accordingly, if you hold your shares in “street name,” your broker will not be able to vote your shares on these matters unless your broker receives voting instructions from you.

Approval of each proposal other than Agenda Item 7 will be decided by an “ordinary resolution” (i.e., by a simple majority of the votes cast “For” or “Against,” in person or by proxy, provided a quorum is present). Approval of Agenda Item 7 will be decided by a “special resolution” that requires the affirmative vote of at least 75% of the votes cast by the holders of ordinary shares represented at the meeting in person or by proxy. Generally, abstentions and broker “non-votes” will not affect the voting results; however, Agenda Items 8 and 9 are also subject to separate NYSE rules. Under NYSE rules, abstentions will be considered votes cast. As a result, abstentions will have the effect of a vote against Agenda Items 8 and 9 under NYSE rules. Broker “non-votes” will not affect the voting results for any proposal under Irish law or NYSE rules.

The election of each director nominee will be considered and voted upon as a separate proposal. There is no cumulative voting in the election of directors. If the proposal for the election of a director nominee does not receive the required majority of the votes cast, then the director will not be elected and the position on the Board that would have been filled by the director nominee will become vacant. The Board has the ability to fill the vacancy upon the recommendation of its Corporate Governance and Nominating Committee, subject to re-election by the Company’s shareholders at the next annual general meeting of shareholders.

2     Weatherford International plc — 2019 Proxy Statement

PROXY STATEMENT

The chart below summarizes the voting requirements and effects of broker non-votes and abstentions on the outcome of the vote for the proposals at the Annual General Meeting.

PROXIES

A copy of either:

are being sent to each shareholder registered in our share register as of the Record Date. Shareholders not registered in our share register as of the Record Date, will not be entitled to attend, vote or grant proxies to vote at the Annual General Meeting. Your vote and proxy are being solicited by our Board of Directors in favor of Christina M. Ibrahim or, failing her, Mark A. McCollum (the “Proxy Holders”), for use at the Annual General Meeting.

We request that you grant your proxy to vote on each of the proposals in this notice and any other matters that may properly come before the meeting to the Proxy Holders by completing, signing, dating and returning the proxy card in accordance with the instructions thereon, for receipt by us no later than the Voting Deadline, whether or not you plan to attend.

If you are a registered holder and you properly complete and submit your proxy card in a timely manner you will be legally designating the individual or individuals named by you in the proxy card or if you do not name your proxy or proxies, the Proxy Holders, to vote your shares in accordance with your instructions indicated on the card. If you are a registered shareholder and properly complete and submit your proxy card in a timely manner without naming your proxy or proxies and you do not indicate how your shares are to be voted, then the Proxy Holders will vote as the Board of Directors recommends on each proposal and if other matters properly come before the Annual General Meeting the Proxy Holders will have your authority to vote your shares in their discretion on such matters.

If you are not a registered holder, but you hold your shares through a broker or other nominee, you must follow the instructions provided by your broker or other nominee if you wish to grant your proxy and vote your shares.

We may accept a proxy by any form of communication permitted by Irish law and as the Board of Directors may approve in accordance with our Articles of Association (“Articles”).

REVOKING YOUR PROXY

If you are a registered shareholder, you may revoke your proxy by:

Weatherford International plc — 2019 Proxy Statement     3

PROXY STATEMENT

If you have revoked your proxy as described above, you may attend and vote in person at the Annual General Meeting.

If you are not a registered holder, but you hold your shares through a broker or other nominee, you must follow the instructions provided by your broker or other nominee if you wish to revoke a previously granted proxy, since attending the Annual General Meeting alone will not revoke any proxy.

MULTIPLE PROXY CARDS

If you receive multiple proxy cards, this indicates that your shares are held in more than one account, such as two brokerage accounts and are registered in different names. You should complete and return each of the proxy cards to ensure that all of your shares are voted.

COST OF PROXY SOLICITATION

We have retained Okapi Partners LLC to solicit proxies from our shareholders at an estimated fee of $20,000, plus expenses. Some of our directors, officers and employees may solicit proxies personally, without any additional compensation, electronically, by telephone or by mail. Proxy materials also will be furnished without cost to brokers and other nominees to forward to the beneficial owners of shares held in their names. All costs of proxy solicitation will be borne by the Company.

ADJOURNMENT

The Chairman may adjourn all, or part, of the business to be considered at the Annual General Meeting (including adjourning some or all of the Agenda Items) to another date or, if appropriate, to any other general meeting of the Company.

QUESTIONS

You may call our proxy solicitor, Okapi Partners LLC, toll-free at (855) 305-0857 (U.S. callers) or +1 (212) 297-0720 (international callers), or our U.S. Investor Relations Department at +1 (713) 836-4000, or email us at investor.relations@weatherford.com if you have any questions or need directions to be able to attend the meeting and vote in person.

Please Vote. Your Vote is Important.

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AGENDA ITEM 1 - ELECTION OF DIRECTORS

The Board of Directors recommends that you vote “FOR” each nominee for director.

Upon the recommendation of the Corporate Governance and Nominating Committee, the Company’s Board of Directors has nominated the following ten nominees to be elected at the Annual General Meeting: Mohamed A. Awad, Roxanne J. Decyk, John D. Gass, Emyr Jones Parry, Francis S. Kalman, David S. King, William E. Macaulay, Mark A. McCollum, Angela A. Minas and Guillermo Ortiz.

All of the non-employee nominees for director, i.e., all of the nominees other than Mr. McCollum, are independent under the rules of the NYSE.

Each director is an existing director who, in accordance with the Articles, shall retire at the Annual General Meeting and is eligible for re-election.

Each director elected will serve until the 2020 annual general meeting or, in each case, until his or her earlier death, retirement, resignation or removal from the position of director. All of our nominees have consented to serve as directors. Our Board of Directors has no reason to believe that any of the nominees will be unable to act as a director.

The vote will be held by a separate resolution for each director nominee. A director nominee will be re-elected if approved by an ordinary resolution (i.e., a simple majority of the votes cast “For” or “Against”). If you properly submit a proxy card but do not indicate how you wish to vote, the Proxy Holders will vote for all of the listed nominees for director.

DIRECTORS’ DIVERSITY OF SKILLS AND EXPERTISE

Our Board’s composition is carefully considered by the Corporate Governance and Nominating Committee to ensure diversity in the broadest sense – of culture, background, outlook, experience, gender and tenure to bring together multiple, complementary perspectives. The Board membership qualifications and nomination process can be found in our Governance Principles at www.weatherford.com by clicking on the “Investor Relations” section then “Corporate Governance,” then “Corporate Documents,” then selecting “Corporate Governance Principles.”

Our director nominees bring a powerful range of skills and experience in relevant areas, including finance, exploration and production, environment, public policy, international business and leadership, as well as oilfield services. This unique and highly impactful cross section of capabilities enables our Board to help guide the Company’s strategic objectives and leading corporate governance practices. Further, while each member of our Board has held significant leadership positions in their respective professional fields, of equal importance is each Director’s personal ethics and integrity. Each of our Directors embodies the highest degree of personal and professional standards arming them with the qualified insights to deliver sustainable shareholder value.

Weatherford International plc — 2019 Proxy Statement     5

AGENDA ITEM 1

DIRECTOR NOMINEE BIOGRAPHIES

		MOHAMED A. AWAD   Background   Mr. Awad is a retired executive who served as Chairman of Schlumberger–Middle East and Asia from 2001 to 2012. Mr. Awad joined Schlumberger in 1981 and, over the next 30 years, held positions of increasing responsibility, both internationally and in the U.S., in the wireline, well services, drilling and measurement, oilfield services and corporate groups. In addition to his role at Schlumberger, Mr. Awad served as a director of Arabian Drilling Company in Saudi Arabia from 2005 until 2012.   Education   University of Tulsa, M.S., Petroleum Engineering   Cairo University, B.S., Petroleum Engineering   Relevant qualifications and experience   •  Wealth of experience with a career in the oilfield services industry spanning 30+ years   •  Strong technology background which enables him to help guide the Company’s strategic direction   •  Deep appreciation for diversity established through international leadership experience   •  Expertise in Middle East and Asia regions proves beneficial in conducting business in emerging markets
AGE: 69   DIRECTOR SINCE: 2014   COMMITTEES:     Compensation     Health, Safety and     Environment   OTHER PUBLIC   COMPANY BOARDS:     None
		ROXANNE J. DECYK   Background   Mrs. Decyk is a retired executive who most recently served as Former Executive Vice President of Global Government Relations for Royal Dutch Shell plc, a role she held from 2009 to 2010. From 2008 until 2009, Ms. Decyk served as Corporate Affairs and Sustainable Development Director of Royal Dutch Shell plc, from 2005 to 2009, she served on the Executive Committee and from 2005 to 2008, she also served as Corporate Affairs Director. Prior thereto, Ms. Decyk was Senior Vice President — Corporate Affairs and Human Resources of Shell Oil Company and Vice President of Corporate Strategy of Shell International Limited. She was previously a Director of Petrofac Limited from 2011 until May 2015, Snap-on Incorporated from 1993 until June 2014, Orbital ATK Inc. from 2010 – 2018 and DigitalGlobe, Inc. from 2014 – 2017.   Education   University of Illinois at Urbana-Champaign, B.A., English Literature   Marquette University Law School, J.D.   Relevant qualifications and experience   •  Significant experience in corporate strategy and planning   •  Experience in various executive leadership positions for international, integrated energy companies   •  Extensive knowledge in human resources and executive compensation   •  Expertise in global government affairs
AGE: 66   DIRECTOR SINCE: 2017   COMMITTEES:     Compensation     Corporate Governance and     Nominating   OTHER PUBLIC COMPANY   BOARDS:     Ensco plc

6     Weatherford International plc — 2019 Proxy Statement

AGENDA ITEM 1

		JOHN D. GASS   Background   Mr. Gass is a retired executive who was formerly a Vice President of Chevron Corporation and President of Chevron Gas and Midstream, a role held from 2003 until 2012. Mr. Gass joined Chevron in 1974 and his career spanned 38 years during which he held positions of increasing responsibility in engineering, operations and executive management, serving both domestically and various global locations.   Mr. Gass has been a director of Southwestern Energy Company since November 2012. He became a director of Suncor Energy Inc. in February 2014. Mr. Gass serves on the Advisory Board for the Vanderbilt Eye Institute. He is a member of the American Society of Civil Engineers and the Society of Petroleum Engineers.   Education   Vanderbilt University, B.E., Civil Engineering   Tulane University, M.E., Civil Engineering   Relevant qualifications and experience   •  39 years of experience in the energy exploration and production industry, providing insight into the needs and priorities of the Company’s customers   •  Executive leadership experience, with a strong emphasis in operational strategy, major project development, and executive management   •  Significant international experience in Europe, Africa and the Asia Pacific region
AGE: 66   DIRECTOR SINCE: 2013   COMMITTEES:     Compensation (Chair)     Corporate Governance and     Nominating   OTHER PUBLIC   COMPANY BOARDS:     Southwestern Energy Company     Suncor Energy Inc.
		EMYR JONES PARRY   Background   Sir Emyr served as the Chancellor of Aberystwyth University, located in Wales, from 2008 to 2017 and was Chairman of the All Wales Convention, a body established by the Welsh Assembly Government to review Wales’s constitutional arrangements, from 2007 to 2009. He was Chairman of the Corporate and Social Responsibility External Advisory Group of First Group plc, a transport operator, from 2008 to 2011 and was the Chairman of Redress, a human rights organization from 2008 to 2016. Sir Emyr previously held numerous diplomatic positions, including UK Permanent Representative to the UN from 2003 to 2007 and UK Ambassador to NATO from 2001 to 2003, specializing in European Union affairs including energy policy. He has been the President of the Learned Society of Wales since May 2014.   Education   University of Cardiff, B.Sc., Theoretical Physics   University of Cambridge, Ph.D., Polymer Physics   Relevant qualifications and experience   •  Wealth of government relations, diplomatic and negotiation experience   •  High level of public and social policy knowledge   •  Important international perspective, with an emphasis on global issues and European markets   •  Years of dedicated focus on social responsibility, sustainability and human rights
AGE: 71   DIRECTOR SINCE: 2010   COMMITTEES:     Health, Safety and     Environment (Chair)     Corporate Governance and     Nominating   OTHER PUBLIC   COMPANY BOARDS:     None

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AGENDA ITEM 1

		FRANCIS S. KALMAN   Background   Mr. Kalman served as Executive Vice President of McDermott International, Inc. from 2002 until his retirement in 2008 and as Chief Financial Officer from 2002 until 2007. From 2000 to 2002, he was Senior Vice President and Chief Financial Officer of Chemical Logistics Corporation; from 1999 to 2000, he was a principal of Pinnacle Equity Partners, LLC; from 1998 to 1999, he was Executive Vice President and Chief Financial Officer of Chemical Logistics Corporation; and from 1996 to 1997, he was Senior Vice President and Chief Financial Officer of Keystone International, Inc.   Mr. Kalman started his career as a Certified Public Accountant with PriceWaterhouse and Co. In addition to the above, he has served in various financial capacities with Atlantic Richfield Company (1975 to 1982), United Gas Pipeline (1982 to 1991) and American Ref-Fuel (1991 to 1996).   In addition to his existing directorships, during the past five years, Mr. Kalman has also served on the board of Pride International, Inc., which merged into Ensco plc, and CHC Group Ltd. and Kraton Corporation.   Education   Long Island University, B.S., Accounting   Relevant qualifications and experience   •  Extensive knowledge in accounting and financial reporting   •  Chief financial officer experience and serving as chairman of the audit committee of other public companies   •  Executive leadership and strategic planning experience in the international energy service industry   •  Experience in multiple components of the energy industry, including internationally
AGE: 71   DIRECTOR SINCE: 2013       COMMITTEES:     Audit (Chair)     Corporate Governance and     Nominating   OTHER PUBLIC   COMPANY BOARDS:     Ensco plc
		DAVID S. KING   Background   Mr. King has more than 35 years’ experience in the international oilfield service industry including serving in executive operational leadership positions at Halliburton Company. He retired from Halliburton in 2010 where he served as the President of the Completions and Production Division, a $7 billion business. In 2013, he came out of retirement when he was recruited to serve as CEO of Archer Company Ltd. In this capacity, Mr. King was instrumental in driving a turnaround, which created strong financial and operational performance over six consecutive quarters and lead to the successful divestiture of their North American assets in 2015. Mr. King recently retired from Archer in 2016. During the past five years, Mr. King has served as a member of the investment committee of Sheridan Production Company and as a director on the boards of Seventy Seven Energy Inc. and Preferred Sands, Inc.   Education   University of Alabama, B.S., Civil Engineering   Harvard Business School, Advanced Management Program   Relevant qualifications and experience   •  More than 35 years of broad experience in the oilfield service industry   •  Significant Chief Executive Officer and Board experience   •  Highly qualified operational leader with keen understanding of customer needs   •  Extensive knowledge of oilfield services technology
AGE: 62   DIRECTOR SINCE: 2017       COMMITTEES:     Audit     Health, Safety and Environment   OTHER PUBLIC COMPANY   BOARDS:     None

8     Weatherford International plc — 2019 Proxy Statement

AGENDA ITEM 1

		WILLIAM E. MACAULAY   Background   Mr. Macaulay is the Chairman of First Reserve, a global private equity firm focused on the energy industry. He has been with First Reserve since 1983. Mr. Macaulay sits on the firm’s investment committees. Mr. Macaulay served as a director of Weatherford Enterra from October 1995 to May 1998. Mr. Macaulay also served as Director of Corporate Finance for Oppenheimer & Co., Inc., where he worked from 1972 to 1982.   Previously, Mr. Macaulay served as Chairman of Dresser-Rand Group, Inc., Foundation Coal Holdings Inc., Pride International and CHC Group Ltd., and as a director of Dresser, Inc., National Oilwell Varco and Glencore plc.   Education   City College of New York, B.B.A.   University of Pennsylvania, Wharton School of Business, M.B.A.   Relevant qualifications and experience   •  Serves as Chairman, i.e. the lead director, of the Company’s Board   •  Significant investment and financial expertise as chairman of one of the world’s leading energy and natural gas resources private equity firms   •  Chief executive officer experience   •  Extensive knowledge of the oilfield service industry   •  Expansive depth of knowledge of the Company’s business, as a result of his 20+ years of experience with the Company and its predecessor
AGE: 73   DIRECTOR SINCE: 1998       COMMITTEES:     Chairman of the Board     Corporate Governance and     Nominating (Chair)   OTHER PUBLIC COMPANY   BOARDS:     None
		MARK A. MCCOLLUM   Background   Mr. McCollum has over 38 years of leadership experience in the energy sector. Most recently he served as Chief Financial Officer of Halliburton Company, a position he started in 2008 and resumed in July of 2016 following an interim role as Chief Integration Officer during the pendency of Halliburton’s proposed acquisition of Baker Hughes Incorporated. Prior to joining Halliburton, Mr. McCollum held a number of senior positions at Tenneco, Inc., including Chief Financial Officer, and served as an Audit and Advisory Partner in Arthur Andersen’s Energy Division, where he began his career. He is also a registered CPA in the State of Texas. Mr. McCollum is a member of the Board of Directors of Westlake Chemical Corporation and serves on the Audit, Compensation, Nominating and Governance, and Corporate Risk Committees. He is a member of the Board of Regents at Baylor University, the Board of Trustees for the Baylor College of Medicine and the advisory board of Every Village. Mr. McCollum was a member of the Board of Directors of Archrock, Inc. and served on the Audit and Compensation Committees.   Education   Baylor University, Bachelor Degree in Business Administration, Major in Accounting and Business Law   Relevant qualifications and experience   •  Extensive knowledge of and experience in the oilfield service industry   •  Significant leadership experience, with a strong background in accounting and finance   •  Deep understanding of the challenges facing the industry   •  Strong knowledge of customer demands and desires   •  Commitment to organizational discipline
AGE: 60   DIRECTOR SINCE: 2017       COMMITTEES:     None   OTHER PUBLIC COMPANY   BOARDS:     Westlake Chemical Corporation

Weatherford International plc — 2019 Proxy Statement     9

AGENDA ITEM 1

		ANGELA A. MINAS   Background   Ms. Minas has more than 30 years of experience in the energy sector. Most recently, she served as the Chief Financial Officer of DCP Midstream Partners LP a role she held from 2008 to 2012, and the Chief Financial Officer of Constellation Energy Partners LLC, a role she held from 2006 to 2008. Prior to her executive leadership roles in the energy sector, Ms. Minas served as Senior Vice President, Global Consulting at Science Applications International Corporation and as a partner at Arthur Andersen LLP, leading the firm’s North American oil and gas consulting practice. Ms. Minas also serves as a director of Westlake Chemical Partners LP and the general partner of CNX Midstream Partners LP. She currently serves on the Council of Overseers at Rice University Graduate Business School. Ms. Minas was previously a director at Ciner Resources LP.   Education   Rice University, Jesse H. Jones Graduate Business School, M.B.A., Finance and Accounting   Rice University, B.A., Managerial Studies   Relevant qualifications and experience   •  Extensive executive leadership and board experience, including audit committee experience   •  Deep understanding of oil and gas, and broader energy sectors   •  Significant financial and accounting expertise with strong knowledge of the capital markets   •  Proven track record of implementing high-performing corporate growth strategies and business transformation initiatives   •  National Association of Corporate Directors (NACD) Leadership Fellow
AGE: 55   DIRECTOR SINCE: 2018       COMMITTEES:     Audit     Health, Safety and Environment   OTHER PUBLIC   COMPANY BOARDS:     Westlake Chemical Partners LP     CNX Midstream Partners LP
		GUILLERMO ORTIZ   Background   Dr. Ortiz is currently a partner and Chairman for BTG Pactual for Latin America, a Latin American investment bank based in Brazil. He served as the Chairman of Banorte, the third largest bank in Mexico from 2010 until 2014; Governor of the Bank of Mexico from 1998 until 2009; and as Chairman of the Board of the Bank for International Settlements (BIS) in 2009. He previously served as Secretary of Finance and Public Credit in Mexico, from 1994 to 1998. Dr. Ortiz was also Executive Director at the International Monetary Fund and is a director of several international non-profit organizations. He is currently a member of “The Group of Thirty,” an international body of leading financiers and academics.   Education   National Autonomous University of Mexico, B.A., Economics   Stanford University, M.Sc. and Ph.D., Economics   Relevant qualifications and experience   •  Extensive international finance and banking experience in the public and private sector   •  Expertise regarding global economic matters and multi-national financing, an important element of the Company’s global strategy   •  International perspective, with a focus on Latin America   •  Frequent speaker, author of topical articles, and educator, providing a current perspective on financial matters
AGE: 70   DIRECTOR SINCE: 2010       COMMITTEES:     Audit (Vice Chair)     Compensation   OTHER PUBLIC   COMPANY BOARDS:     Grupo Aeroportuario del     Sureste S.A.B. de C.V.     Mexichem S.A.B. de C.V.     Vitro S.A.B. de C.V.     BTG Pactual

Dr. Ortiz has served tirelessly as a director of the Company for eight years and the Company strongly supports his re-election. In previous years, ISS Proxy Advisory Services has recommended against the election of Dr. Guillermo Ortiz, based on its characterization of his service as being “overboarded.” Glass Lewis, another proxy advisory firm, has previously recommended a vote in favor of Dr. Ortiz.

Dr. Ortiz is in his third year of service on the board of Banco BTG Pactual and BTG Pactual Participations. BTG Pactual is structured as two separate sub-groups of commonly owned entities: (i) Banco BTG Pactual and (ii) BTG Pactual Participations, which is the general partner of, and controls, BTGI. However, the two sub-groups are managed in a strategically unified manner for the benefit of the overall enterprise. As such, Weatherford continues to consider this service, and the related time commitment of Dr. Ortiz, to be for the benefit of one company and we do not view him as “overboarded.” At last year’s annual general meeting of shareholders, over 79% of the votes cast were in favor of Dr. Ortiz’s re-election.

As set forth in our corporate governance principles, when evaluating our directors in consideration of re-election, “[d]irectors will be evaluated based on their history of attendance at Board and committee meetings as well as contributions and effectiveness at such meetings. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serve on the Board for an extended period of time.”

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AGENDA ITEM 1

We continue to strongly believe Dr. Ortiz has devoted, and will continue to devote, sufficient time to carry out his Weatherford board duties effectively. The boards of Banco BTG Pactual and BTG Pactual Participations meet at the same time and belong to the same group of companies. Dr. Ortiz’s service on these boards does not detract from his service on Weatherford’s board. As described above, Dr. Ortiz has:

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AGENDA ITEM 1

OUR BOARD AND OUR BOARD COMMITTEES

The Board directs and oversees the management of the business and affairs of the Company, and serves as the ultimate decision-making body of the Company, except for those matters reserved to our shareholders. The Board oversees the Weatherford management team, to whom it has delegated responsibility for the Company’s day-to-day operations. While the Board’s oversight role is very broad and may concentrate on different areas from time to time, its primary areas of focus are strategy, oversight, governance and compliance, as well as assessing management and making changes as circumstances warrant. In many of these areas, significant responsibilities are delegated to the Board’s Committees, which in turn are responsible for reporting to the Board on their activities and actions. Our Board has established the following committees: Audit; Compensation; Corporate Governance and Nominating; and Health, Safety and Environment, all of which are further described below. Members are as of the date of this proxy.

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AGENDA ITEM 1

CORPORATE GOVERNANCE MATTERS

Our Board believes sound corporate governance processes and practices, as well as high ethical standards, are critical to handling challenges and to achieving business success. We embrace leading governance practices and also conduct ongoing reviews of our governance structure and processes to reflect shareholder input and changing circumstances. Below are highlights of our corporate governance practices and principles.

ADDITIONAL BOARD INFORMATION

Board Meetings: During 2018, the Board met five times; all of the directors participated in at least 75% of all Board of Directors and respective committee meetings. It is our policy that directors are expected to attend each annual general meeting of shareholders. All of our directors attended last year’s meeting.

Committee Charters: The charter for each Committee of our Board of Directors is available on our website at www.weatherford.com, by clicking on “Investor Relations,” then “Corporate Governance,” then “Corporate Documents,” then the name of the applicable committee charter.

Independence: Each Committee is composed entirely of independent directors.

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AGENDA ITEM 1

Committee Members: The Board has determined that each member of the Audit Committee is “financially literate” pursuant to the listing standards of the NYSE and that Mr. Kalman and Dr. Ortiz are each an “audit committee financial expert,” as defined by applicable U.S. Securities and Exchange Commission (the “SEC”) rules, because of each of their individual extensive financial experience. All members of the Compensation Committee satisfy the qualification standards of Section 16 of the Exchange Act.

Additional information regarding Corporate Governance at Weatherford can be found on our website at www.weatherford.com in the “Investor Relations” section.

RISK MANAGEMENT OVERSIGHT

The Board has implemented an Enterprise Risk Management (ERM) system to identify and evaluate varying levels of risk and their potential impact on the enterprise, as well as steps to further mitigate those risks. Management representatives of the ERM committee present quarterly to the Audit Committee and annually to the full Board. Therefore, the Board is responsible for the oversight of overall risk management for the Company, and the Audit Committee is responsible for financial and compliance reporting as well as risk assessment.

As part of its oversight function, the Audit Committee discusses and implements guidelines and policies concerning financial and compliance risk assessment and management, including the process by which major financial and compliance risk exposure is monitored and mitigated. The Audit Committee works with members of management to assess and monitor risks facing the Company’s business and operations, as well as the effectiveness of the Company’s guidelines and policies for managing and assessing financial and compliance risk. The Audit Committee meets and discusses, as appropriate, issues regarding the Company’s risk management policies and procedures directly with those individuals responsible for day-to-day risk management in the Company’s assurance and compliance departments. The Audit Committee has also established policies and procedures for the pre-approval of all services provided by the independent registered public accounting firm as described in “Audit Committee Pre-Approval Policy” in this Proxy Statement. In addition, the Audit Committee has established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received by the Company regarding its accounting, internal controls, Code of Conduct and other matters.

The Corporate Governance and Nominating Committee periodically provides oversight with respect to risks associated with our corporate governance policies and practices, including our Corporate Governance Principles. The Corporate Governance and Nominating Committee also oversees and reviews, on an annual basis, an evaluation of the Board, each of our Board committees, a director peer evaluation, and compliance with the Minimum Share Ownership Guidelines. The results of those evaluations are also considered as part of the Corporate Governance and Nominating Committee’s recommendations for Committee service and rotation, as appropriate.

The Compensation Committee reviews our compensation plans and practices to ensure they do not encourage excessive risk taking and, instead, encourage behaviors that support sustainable value creation. See “Risk Analysis of our Compensation Programs” in the Compensation Discussion and Analysis section of this Proxy Statement.

Our Health, Safety and Environment Committee oversees the Company’s policies and practices to promote good stewardship, to encourage safety awareness, to monitor safety performance and to provide suggestions to management for the resolution of health, safety and environmental concerns, all with a view towards reducing risks in those areas.

SUCCESSION PLANNING AND LEADERSHIP DEVELOPMENT

In addition to oversight of risk management, one of the priorities of our Board is to ensure that the Company has a long-term and evolving program for effective leadership development and succession. Our Board is committed to talent management and ensuring strong and effective leadership in the Company’s global management structure. Throughout the year, the Board is presented with high-potential leadership candidates and regularly updated on key talent metrics, including diversity, recruiting and development programs. The CEO reports to the Board on an annual (or more frequent, as needed) basis concerning management development and succession planning for other key positions. In addition, the Corporate Governance and Nominating Committee conducts annual CEO succession planning in executive session.

COMMITTEE ROTATION

We are committed to reviewing our Board composition, and to pursuing opportunities for refreshment. Consistent with this goal, we’ve added three new directors since July 2017. Following the addition of Ms. Decyk, Mr. King and Ms. Minas and the rotations made in 2017 and 2018, we believe our committees have an excellent mix of new perspectives balanced with experience, continuity and historical understanding of our Company.

MANDATORY RETIREMENT

The mandatory retirement policy in our Corporate Governance Principles requires that each non-employee director retire from the Board immediately prior to the annual general meeting of shareholders following the earlier of (i) his or her 72nd birthday and (ii) his or her 15th year of service as a director. In order to allow a smooth transition of our existing directors, the requirement was previously automatically waived for each director elected at the 2015 Annual General Meeting (i.e., such directors were grandfathered in). However, we have now enhanced our policy so the grandfather/waiver provision expires after such director’s 75th birthday. We believe this policy will help increase diversity and allow for more frequent Board refreshment.

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AGENDA ITEM 1

DIRECTOR INDEPENDENCE

The Board has affirmatively determined that each non-employee director is independent under the rules of the NYSE and the SEC. As contemplated by NYSE rules, the Board has adopted categorical standards to assist it in making independence determinations. These standards are available on our website at www.weatherford.com, by clicking on “Investor Relations,” then “Corporate Governance,” then “Corporate Documents,” then “Corporate Governance Principles.” However, in making independence determinations, the Board considers and reviews all relationships with each director, whether or not they fall within the categorical standards. None of the independent directors had relationships relevant to an independence determination that were outside the scope of the Board’s categorical standards.

RELATED PERSON TRANSACTIONS

Our Board has adopted a policy regarding related person transactions as part of a comprehensive governance program. This policy regarding transactions between us or any of our affiliates and our directors, executive officers and other employees is set forth in writing in our Corporate Governance Principles and our Code of Business Conduct. These documents are available on our website at www.weatherford.com, by clicking on “Investor Relations,” then “Corporate Governance,” then “Corporate Documents,” then selecting “Corporate Governance Principles” or “Code of Business Conduct,” as applicable. We also have a Supplemental Code of Business Conduct that applies to our Chief Executive Officer, our Chief Financial Officer and our Chief Accounting Officer, which is available on our website at www.weatherford.com, by clicking on “Investor Relations,” then “Corporate Governance,” then “Corporate Documents,” then “Supplemental Code of Conduct.” The Board believes these documents promote the effective functioning of the Board, its Committees and management. Accordingly, they are periodically reviewed and revised, as appropriate.

If an actual or potential conflict of interest arises for any director, the director is required to notify the Board and is not allowed to participate in any discussions or vote on any transaction associated with the actual or potential conflict of interest. The Board approves any transactions with our Chief Executive Officer and our Chief Executive Officer approves any transactions with any other executive officer.

INDEPENDENT CHAIRMAN AND EXECUTIVE SESSIONS

The Board periodically examines its structure based on the existing and future needs of the Company to ensure its composition delivers the greatest long-term shareholder value. While the Board had previously determined the most effective leadership structure for the Company was to combine the role of Chief Executive Officer and Chairman, in 2017, the Board determined it was the appropriate time to separate the roles. Mr. Macaulay, an independent director, continues to serve as Chairman of the Board and our President and CEO, Mr. McCollum, serves as a director.

Mr. Macaulay, as Chairman, oversees executive sessions, which provide the Board with the ability to independently evaluate management and openly discuss strategic and other business issues involving the Company, ensuring that the Company is upholding high standards of corporate governance. Executive sessions are held after all regularly scheduled Board and, if appropriate, Committee meetings, and at such additional times as may be needed. In 2018, executive sessions of the independent directors were held at each of the four regularly scheduled Board meetings.

For information on how to communicate with our Chairman and other directors, please see “Communication with Directors.”

DIRECTOR NOMINATIONS

In obtaining the names of possible director nominees, the Corporate Governance and Nominating Committee conducts its own inquiries and considers suggestions from other directors, management, shareholders and professional director search firms. The Committee’s process for evaluating nominees identified in unsolicited recommendations from shareholders is the same as its process for unsolicited recommendations from other sources.

The Corporate Governance and Nominating Committee will consider nominees recommended by shareholders who submit their recommendations in writing to Chairman, Corporate Governance and Nominating Committee, care of the Corporate Secretary, Weatherford International plc, Weststrasse 1, 6340 Baar, Switzerland. Recommendations received by the dates set forth in the “Proposals By Shareholders” section on page 62 will be considered for inclusion in the slate of director nominees to be presented at the annual general meeting in the following year. Unsolicited recommendations must contain the name, address and telephone number of the potential nominee, a statement regarding the potential nominee’s background, experience, expertise and qualifications, a signed statement confirming his or her willingness and ability to serve as a director and abide by our corporate governance policies, his or her availability for a personal interview with the Corporate Governance and Nominating Committee and evidence that the person making the recommendation is a shareholder of Weatherford.

The Corporate Governance and Nominating Committee believes that nominees should possess the highest personal and professional ethics, reputation, integrity and values and be committed to representing the long-term interests of our shareholders. Directors should have a record of accomplishment in their chosen professional field and demonstrate sound business judgment. Directors must be willing and able to devote sufficient time to carrying out their duties and responsibilities effectively, including attendance at and participation in Board and Committee meetings (which are held in Switzerland), and should be committed to serve on the Board for an extended period of time. The Corporate Governance and Nominating Committee will consider independence, diversity of viewpoints, backgrounds and experience, including a consideration of gender, ethnicity, race, country of citizenship and age in determining whether a candidate will be an appropriate fit with, and an asset to, the Board of Directors. When considering existing directors, the Corporate Governance and Nominating Committee evaluates their history of attendance at Board and Committee meetings as well as contributions and effectiveness at such meetings.

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AGENDA ITEM 1

Shareholders who wish to have a nominee considered by our shareholders at the Annual General Meeting, must comply with the deadlines and procedures set forth in our Articles. Please see “Proposals by Shareholders” in this Proxy Statement on page 62 for more information.

COMMUNICATION WITH DIRECTORS

Any shareholder or other interested party that desires to communicate with the Board of Directors or any of its specific members, including the Chairman or the directors as a group, should send their communication to the Corporate Secretary, Weatherford International plc, Weststrasse 1, 6340 Baar, Switzerland. All such communications will be forwarded, as appropriate, to the members of the Board.

We welcome input from our institutional and individual shareholders, regardless of the number of shares owned. Shareholders may also direct their comments to our U.S. Investor Relations Department in writing at 2000 St. James Place, Houston, Texas 77056 or Telephone +1 (713) 836-4000.

DIRECTOR COMPENSATION

We use a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties to the Company, including the number and location (Switzerland) of meetings, as well as the level of knowledge and experience that we require of and expect from each member of our Board. Our Corporate Governance and Nominating Committee is responsible for reviewing and structuring our compensation policy regarding fees and compensation paid and granted to our directors.

In April of 2018, the Corporate Governance and Nominating Committee undertook a comprehensive evaluation of director fees. They considered the most recent peer group information, market practice and information provided by Meridian Compensation Partners (“Meridian”), our compensation consultant, as well as the pros, cons and economics of meeting fees (previously used) versus flat fees. They also considered our transition in 2017 to an independent Chairman of the Board. Ultimately desiring to simplify compensation, the Corporate Governance and Nominating Committee approved a flat fee of $135,000 per year, paid quarterly, with additional retainers as set forth below. The Corporate Governance and Nominating Committee also eliminated additional fees for Audit Committee members.

Annual retainers are paid quarterly in advance. We do not compensate Mr. McCollum, our CEO, for his service on the Board.

In addition to the fees described above, on April 27, 2018 we granted to each of the non-employee directors a grant of 62,711 restricted share units pursuant to the 2010 Omnibus Incentive Plan. All of these awards vest on the first anniversary of the grant, subject to earlier vesting in the event of the death or disability of the director or a change of control of the Company. Our Chairman was also awarded an additional 33,899 restricted share units. The Corporate Governance and Nominating Committee believes that providing a significant portion of overall Board compensation in the form of restricted share units aligns the interests of our directors with those of our shareholders.

Meridian has been retained by the Compensation Committee and the Corporate Governance and Nominating Committee as an independent compensation consultant to advise on compensation matters. Meridian provides the Corporate Governance and Nominating Committee with comparative market data regarding board compensation practices and programs; analyses of publicly available information on our peer group (see “Peer Group” in the CD&A section in this Proxy Statement); information regarding industry practices; as well as vesting and valuation information and analysis.

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AGENDA ITEM 1

2018 DIRECTOR COMPENSATION

The following table sets forth the compensation paid to each of our independent directors for the year ended December 31, 2018. Information about Mr. Mark A. McCollum, our President and Chief Executive Officer, is listed in the 2018 Summary Compensation Table in this Proxy Statement.

On March 27, 2019, in response to the Company’s extremely depressed share price and the lack of available authorized equity, the Board approved a change to the 2019 non-employee directors’ compensation. In prior years approximately $185,000 of director compensation was paid in the form of restricted share units. Beginning in the second quarter of 2019, an equivalent amount will be paid to the directors in cash in advance quarterly payments.

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AGENDA ITEM 2 - RATIFY APPOINTMENT OF INDEPENDENT AUDITORS AND AUTHORIZE AUDITORS’ REMUNERATION

The Board of Directors recommends that you vote “FOR” this proposal.

KPMG LLP and KPMG Chartered Accountants, Dublin (collectively, “KPMG”) served as the independent and Irish statutory auditors, respectively, for Weatherford for the year ended December 31, 2018. The Board, upon the recommendation of the Audit Committee, is asking our shareholders to ratify the appointment of KPMG LLP as our independent registered public accounting firm and auditor for the year ending December 31, 2019 and KPMG Chartered Accountants, Dublin as our statutory auditor under Irish law to hold office until the close of the 2020 AGM and to authorize the Board of Directors, acting through the Audit Committee, to determine the auditors’ remuneration. The selection of KPMG LLP as the independent registered public accounting firm for 2019 was approved by the Audit Committee on January 30, 2019.

An ordinary resolution (i.e., a simple majority of the votes cast “For” or “Against”) is required to approve this proposal. If you properly give a proxy but do not indicate how you wish to vote, the persons named on the proxy card, or if you do not name your proxy or proxies, the Proxy Holders, will vote for the proposal.

Representatives of KPMG will be present at the Annual General Meeting to respond to any appropriate shareholder questions and will be given an opportunity to make a statement, if they so desire.

FEES PAID TO KPMG

The following table presents fees for professional audit services rendered by KPMG for the audit of the annual consolidated financial statements and statutory financial statements of Weatherford for the years ended December 31, 2018 and December 31, 2017 and fees billed for other services rendered by KPMG during those periods. All fees were approved by the Audit Committee pursuant to its pre-approval policy.

AUDIT COMMITTEE PRE-APPROVAL POLICY

The Audit Committee has established a pre-approval policy for all audit and non-audit services to be provided by our independent auditor, which was updated on June 19, 2018. There are two types of pre-approval. “General” pre-approval is based on pre-determined types of services. “Specific” pre-approval is required for certain types of services or if a service is expected to exceed budgeted amounts. “Specific” pre-approval must be obtained through direct communications with the Audit Committee or the Chairman of the Audit Committee, to whom the Audit Committee has delegated pre-approval authority. The Chairman must report any pre-approved decisions to the Audit Committee at its next scheduled meeting. During 2018, all audit and non-audit services performed by the independent auditor were subject to the pre-approval policy.

The Audit Committee has designated the Company’s Chief Assurance Officer to monitor and report on the performance of all services provided by our independent auditor and to determine whether such services are in compliance with the pre-approval policy. Accordingly, the Chief Assurance Officer periodically reports to the Audit Committee regarding the results of his monitoring.

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AGENDA ITEM 2

AUDIT COMMITTEE REPORT

April [29], 2019

The Audit Committee represents and assists the Board in providing independent, objective oversight of the Company’s accounting functions and internal control over financial reporting. The Audit Committee acts under a charter which is available on the Company’s website at www.weatherford.com under “Investor Relations,” then “Corporate Governance,” then “Corporate Documents,” then Audit Committee Charter. The Board has determined that each member of the Audit Committee satisfies the requirements of the NYSE as to independence, financial literacy and expertise. In addition, each member of the Audit Committee qualifies as an independent director and possesses the requisite competence in accounting or auditing in satisfaction of the requirements for audit committees prescribed by the Irish Companies Act 2014.

Management is responsible for the Company’s financial statements and the reporting process, including the system of disclosure controls and procedures and internal control over financial reporting.

KPMG LLP, the Company’s independent registered public accounting firm, is responsible for expressing an opinion on the conformity of our financial statements with accounting principles generally accepted in the United States and on the effectiveness of the Company’s internal control over financial reporting.

In discharging its oversight role, the Audit Committee has:

The Audit Committee and the Board believe that, due to KPMG LLP’s knowledge of the Company and the industry in which the Company operates, it is in the best interest of the Company and its shareholders to continue the retention of KPMG LLP to serve as the Company’s independent registered public accounting firm. Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, the Audit Committee recommends that the Board ask the shareholders to ratify the appointment of the independent registered public accounting firm at the 2019 Annual General Meeting.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements referred to above be included in the Annual Report on Form 10-K of Weatherford International plc for the year ended December 31, 2018.

Francis S. Kalman (Chair)		David S. King		Angela A. Minas		Guillermo Ortiz (Vice Chair)

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AGENDA ITEM 3 - ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

The Board of Directors recommends that you vote “FOR” this proposal.

We are asking our shareholders to approve, on an advisory basis, the compensation of our named executive officers (“NEOs”) pursuant to Section 14A of the Exchange Act, as disclosed in this Proxy Statement. While this vote is not binding on our Company, the results of the vote on this proposal will be carefully considered by the Board and the Compensation Committee when making future executive compensation decisions. We conduct annual advisory votes on NEOs compensation. Following the vote at the Annual Meeting, we expect that the next advisory vote on our compensation of our NEOs will take place at our 2020 Annual Meeting.

We urge you to carefully review the Compensation Discussion and Analysis, or “CD&A,” section in this Proxy Statement, as well as the 2018 Summary Compensation Table, other compensation tables and related narrative discussion for more information regarding the compensation of our NEOs. As described in those sections, our compensation program is designed and administered to:

We believe the information in this Proxy Statement demonstrates the successful design and implementation of a compensation program that aligns shareholders’ and management’s interests. Accordingly, the Board of Directors recommends that shareholders approve the program by approving the following resolution:

“RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed pursuant to Item 402 of Regulation S-K, including the Executive Compensation section of the Proxy Statement for the Company’s 2019 Annual General Meeting of Shareholders, which includes the Compensation Discussion and Analysis, the 2018 Summary Compensation Table and other executive compensation tables and accompanying narrative discussion.”

An ordinary resolution (i.e., a simple majority of the votes cast “For” or “Against,”) is required to approve this proposal. If you properly give a proxy but do not indicate how you wish to vote, the persons named on the proxy card, or if you do not name your proxy or proxies, the Proxy Holders, will vote for the proposal.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) is designed to provide shareholders with an understanding of our compensation philosophy, core principles, and decision making process. It explains the compensation-related actions taken with respect to our NEOs who are identified in the 2018 Summary Compensation Table. Details regarding the compensation we paid to the NEOs for 2018 are found in the tables and narrative that follows them.

References to “current NEOs” in this section refer to our NEOs as of December 31, 2018. Mr. Mills is excluded as he departed the Company on April 15, 2018.

Weatherford’s compensation program is designed to reward executives for the achievement of strategic and operational goals as well as increased shareholder value. Our executive officers receive their maximum reward opportunity only if Weatherford performs exceptionally well, and our shareholders benefit from that performance. The primary elements of total compensation are base salary, annual non-equity (cash) incentives and long-term equity awards, consisting of both performance share units (PSUs) and restricted share units (RSUs). We also provide our NEOs certain benefit plans, as well as limited perquisites, which are described in detail under “Elements of our Executive Compensation Program” beginning on page 23. The following tables summarize the primary elements of our NEOs’ compensation package.

REPORTED AND REALIZED COMPENSATION

The chart below further illustrates our pay for performance of our CEO and current NEOs. As shown, total reported compensation for the periods indicated as set forth in the 2018 Summary Compensation Table of this Proxy Statement is compared to the total amount of compensation realized by our CEO and current NEOs during such periods.

The realized compensation set forth below includes long-term incentive awards (RSUs and PSUs), only to the extent they vested (or restrictions lapsed) during 2018. The realized value of vested shares is included based on the closing price on the date of vest, which, for our RSUs, differs from value at the date of grant. The realized value of our PSUs is zero due to failure to achieve the performance targets included in such PSUs. In addition, over the past three years, no NEO has realized the total compensation reported in the 2018 Summary Compensation Table.

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COMPENSATION DISCUSSION AND ANALYSIS

OUR 2018 PERFORMANCE

LONG-TERM EQUITY AWARDS

We structure our executive compensation program to align pay with performance. As the year-end share price did not exceed the performance goals under the terms of 2016 and 2017 performance awards for our executive officers, no shares were issued in settlement of the 1/3 tranche of PSUs awarded in each of 2016 and 2017 that were eligible to vest based on 2018 performance. In 2018, we granted PSUs based upon relative TSR and absolute ROCE, both with three-year cliff vesting. These PSUs will vest or lapse based on the level of achievement of the performance goals over the performance period ending December 31, 2020. As the Company has continued to be affected by the industry downturn and extremely depressed share price, our current NEOs have not realized any value from PSUs awarded during any of their tenure as an NEO. Please see additional information below, including, the value of our then current CEO’s PSU grant.

SHAREHOLDER OUTREACH AND RESULTS

We engage in regular and ongoing dialogue with our shareholders to gain valuable insights into the issues about which they care most. Our engagement with investors included representatives from Weatherford’s management and several of these conversations also included members of the Board. Shareholder feedback on subjects including our transformation, executive compensation, M&A activity and other matters have been shared with us and we take these comments under advisement. The results of our discussions are generally reported to the Board as well as to the applicable Committees.

In addition, we consider the results of the advisory vote on executive compensation at our annual general meeting. At our 2018 meeting, 97% of votes cast were in support of our executive compensation program compared to 90% in 2017. We continue to engage with our shareholders regarding executive compensation and other matters and welcome further dialogue.

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COMPENSATION DISCUSSION AND ANALYSIS

During 2018, we implemented the following changes to our compensation program:

ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

Our compensation program is designed to reward our NEOs for the achievement of strategic and operational goals as well as increased shareholder value, while avoiding excessive risk-taking. Below is a detailed discussion and analysis of each component of our executive compensation for our NEOs for 2018. All information should be read in conjunction with our 2018 Summary Compensation Table on page 33.

For illustrative purposes, below is the compensation mix for our CEO and other NEOs, based on compensation information set forth in the 2018 Summary Compensation Table. Additionally, the non-equity (cash) incentive is shown pro forma, using a target bonus to more accurately illustrate the at risk component of compensation. PSUs and RSUs are measured using the grant date fair value as set forth in the Grants of Plan-Based Awards table.

BASE SALARY

Base salary provides a fixed level of compensation to the executive that is representative of his or her skills, responsibilities and experience. Base salaries for our executive officers are reviewed annually. Proposed changes to base salaries are reviewed by the Compensation Committee following recommendations from the CEO (excluding his own base salary) and the Senior Vice President of Human Resources. The Committee does not rely on predetermined formulas or criteria when evaluating executive base salaries, but considers comparable market data provided by its independent compensation consultant. The Committee also considers individual contributions, retention and succession planning concerns in setting base salaries.

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COMPENSATION DISCUSSION AND ANALYSIS

The table below shows the annual base salaries of the current NEOs effective after adjustments for the applicable year. Where adjustments were made during the year or where an executive officer joined mid-year, these amounts are different than the actual amount paid for the entire year. In light of the extreme client pricing pressures, lower activity and continuing energy industry decline, in March of 2016, all of our NEOs’ base salaries were reduced by 10% from April 1, 2016 until December 31, 2016. As the reductions were intended to be temporary during the downturn, they were restored to approved levels in 2017 and maintained for 2018, with the exception of Mr. Bausch who was granted a market-based increase due to his critical skills and a desire for retention. See the 2018 Summary Compensation Table for the actual amounts paid.

ANNUAL CASH INCENTIVE COMPENSATION

Our annual cash incentive compensation is generally structured to deliver payouts in line with market multiples when performance targets are achieved or exceeded. During the first quarter of each year the Committee establishes the terms of any awards under our Executive Non-Equity Incentive Compensation Plan (the “EICP”), including the financial metrics and goals for each award. The EICP awards for NEOs are determined based on predetermined formulaic financial metrics aligned with the Company’s strategic and financial goals.

2018 TARGET GOALS

For each metric under the EICP, the Committee establishes objective goals at three levels: threshold, target, and superior, as further described below. The goal is expressed as a percentage of base salary in effect at the end of the plan year, with a percentage determined for achievement of threshold, target, or superior level. If our results fall between levels, the award payment is determined by linear interpolation to derive the percentage of base salary that will be paid in respect of such award.

				THRESHOLD   Threshold is the entry-level of performance under the EICP, established so  that smaller awards will be earned for satisfactory performance short of target.										TARGET   Target represents a strong, but achievable, level of performance that will increase shareholder value.										SUPERIOR   Superior represents an extraordinary level of performance that will substantially increase shareholder value.
		Chief Executive Officer				60%										120	%									240%
		Executive Vice Presidents				50%										100	%									200%
		All Others				37.5%										75	%									150%

2018 OBJECTIVES, METRICS AND FORMULA

To set the objectives for 2018, the Committee evaluated the Company’s ongoing performance, market conditions, and officer performance and adopted metrics to ensure all of the Company’s key focus areas were included in the objectives for its executive officer group. The 2018 performance goals were designed to bring focus by the executive officers on the following strategies and plans:

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COMPENSATION DISCUSSION AND ANALYSIS

In 2018, the Committee simplified and refocused the metrics on the Company’s performance in areas that would have the greatest impact on the Company’s current strategic and financial goals. The targets for these objectives are also tied to internal budgets and expectations and require incremental improvement and continued savings. The Committee believes the targets set were rigorous, appropriate for our market and the shifting industry landscape, and are at or above market expectations.

The objectives for all NEOs are summarized as follows:

Details for each objective are as follows:

Adjusted EBITDA. Increasing the Company’s Adjusted EBITDA was a key objective for 2018. Adjusted EBITDA is a non-GAAP financial measure, and represents earnings before interest, taxes, depreciation and amortization with adjustments for certain income and expense items. See Annex F for a reconciliation of Adjusted EBITDA to its most directly comparable U.S. GAAP measure. The Committee exercised its authority to modify Adjusted EBITDA and approved a $9 million increase to account for the early divestiture of the rigs business in Kuwait. See “Other Information–Adjustments” below.

Free Cash Flow (FCF). The Committee believed the free cash flow metric was important to the Company’s investors and generally viewed as a measure of financial success and ability to reduce debt, a key focus of the Company. In setting dollar thresholds, the Committee evaluated historical performance and information used by the Company’s investors for evaluating performance as well as internal projections and expectations. Specifically, “free cash flow” is a non-GAAP financial measure and represents net income from continuing operations before charges and credits, plus depreciation and amortization, plus or minus movement in working capital accounts (accounts receivable, inventories and accounts payable), minus capital expenditures. Acquisitions and divestitures and exceptional items such as government fines, large legal settlements and devaluations are excluded from the FCF calculation.

Transformation. As announced in November 2017, the organizational transformation plan intends to create an estimated $1 billion in profit improvements over an 18 – 24-month period. The transformation initiatives are expected to generate cost savings through flattening our structure, driving process changes, improving the efficiency of our supply chain and sales organizations and continuing to rationalize our manufacturing footprint.

Safety. In our industry and our Company, safety performance will always be of paramount importance. For 2018, the metric was focused on total recordable incident rate (TRIR). The TRIR metric is calculated by multiplying the total number of recordable incidents by 200,000 and dividing by the hours worked. It was included to replace prior metrics of lost time incident rate (LTIR) and preventable vehicle incident rate, as all injuries are unacceptable to the Company. The TRIR metric broadened the Company’s safety focus and was found to be appropriate given the Company’s safety maturity—having improved performance in prior years in LTIR to a point where it is difficult to make significant improvements that are meaningful to the Company’s safety record.

OTHER INFORMATION

Payment Timing. Cash award payments under the EICP were made in February 2019 after the public release of our year-end financial results and after determination of the award payments by the Committee. No award payment is made until the calculation of the payment award is approved by the Committee. Plan awards earned for a given year generally are paid in February or March of the following year. Awards are paid in cash in the currency in which the NEO is ordinarily paid.

Adjustments. In the event of unforeseen developments, the Committee may determine that modifying the EICP, the goals or the potential award payments would provide more appropriate incentives for executives. The Committee does not intend to exercise this discretion except in extraordinary circumstances. However, discretion was exercised in February 2019 to modify Adjusted EBITDA and approve a $9 million increase to account for the early divestiture of the rigs business in Kuwait. The Committee has reserved this right, in its sole discretion, to adjust the performance goals under the EICP to reflect: (1) a change in the business, operations, corporate or capital structure; (2) a change in the manner in which business is conducted; or (3) any other material change or event which will impact one or more performance goals in a manner the Committee did not intend.

LONG-TERM EQUITY INCENTIVE COMPENSATION

Long-term equity incentives are designed to motivate management to enable the Company to achieve long-term performance improvements and serve to link a significant portion of compensation to shareholder returns. The Company issues awards of long-term equity compensation from time to time consistent with the objectives and philosophy of our compensation programs under our 2010 Omnibus Incentive Plan, as amended, and approved by our shareholders. We generally grant

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COMPENSATION DISCUSSION AND ANALYSIS

long-term equity awards annually in the first quarter to incentivize future performance. However, for 2019, due to the Company’s extremely depressed share price and the lack of available authorized shares under our 2010 Omnibus Incentive Plan, the Committee temporarily discontinued the use of long-term equity as an appropriate vehicle to motivate and retain management.

FORMS OF LONG-TERM INCENTIVES

Long-term incentive awards provide our NEOs with a benefit that increases only when the value of our shares increases, which aligns their interests with increasing shareholder value. Long-term incentives are equity-based and include restricted share units (“RSUs”) and performance share units (“PSUs”). In determining the form or forms of award grants, the Committee considers, among other factors, the role of the executive and the ability of the executive to impact our success, as well as the appropriateness of a particular security to the individual executive.

GRANTS IN 2018

In 2018, the Company continued to focus on navigating the continued downturn and lowering its cost structure. In determining the total value of long-term incentive awards to be granted to each NEO, the Committee determines the award value as a nominal dollar amount in accordance with market data and considers, without giving particular weight to any specific factor, the position of the executive officer (both in terms of function and responsibilities), tenure, anticipated future contributions, and the long-term incentive compensation of similarly situated executives in our peer group. In determining the number of RSUs or PSUs to award, the Committee looks to the closing share price as of the date of grant. The Committee believes this mix of awards set forth below aligns the executive’s mix of long-term incentives with awards in our peer group and ties an additional portion of NEO performance to an increase in the Company’s share price, one of the metrics used to determine whether PSUs vest.

Vesting. The RSUs vest over three years, with 1/3 of the awarded RSUs vesting each year subject to continued employment. The PSUs vest after three years, with all of the awarded number of units vesting depending on the achievement of the performance goals (or if the baseline performance goal is not met, being forfeited) at the end of the three-year vesting period.

Performance Metrics. The PSUs will be settled in ordinary shares issued under our 2010 Omnibus Incentive Plan, with the actual number of shares to be issued based on a multiple of each executive’s targeted number of PSUs. For the portion of the PSUs based on relative TSR, at the vesting date (i.e. three years after the grant date), the number of shares to be issued will be based on a trailing three-year (2018-2020) relative TSR using the OSX index, with relative position determined at the end of the period excluding any companies without a three-year trailing history. A collar will be applied such that if the Company’s three-year TSR was greater than 33%, the minimum payout would be threshold. However, if the Company’s three-year TSR is less than or equal to zero percent, the payout will not exceed target. Otherwise, payout would be as follows:

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COMPENSATION DISCUSSION AND ANALYSIS

The other portion of the PSUs will be based upon our average ROCE, or return on capital employed. For purposes of this PSU, ROCE is defined as adjusted EBIT (earnings before interest and taxes) divided by the adjusted average capital employed and is a non-GAAP financial measure. For the portion of the PSUs based on absolute ROCE, at the vesting date (i.e. three years after the date of grant), the number of shares to be issued will be based on the three-year (2018 – 2020) average ROCE as follows:

Recently, the Company and its compensation advisors reviewed our incentive plans to determine whether they continue to fulfill their purpose of retaining key employees and incentivizing key employees to perform at a high level. After reviewing the Company’s current incentive plans, the Company and the Compensation Committee determined that the current plans are not optimally effective in achieving their goals. Most significantly, because the ordinary shares of the Company have been trading at extremely low prices, the Company does not have a large enough share reserve to continue to rely on our 2010 Omnibus Incentive Plan as a material retention and incentive tool in the near future.

As a result, the Board, on the recommendation of the Compensation Committee, determined to (i) suspend the Company’s Executive Non-Equity Incentive Compensation Plan with respect to 2019 and (ii) adopt (a) a new Executive Bonus Plan and (b) new retention award letters, in each case for certain key employees, including the named executive officers. See our Current Report on Form 8-K filed April 2, 2019 for detailed information regarding the Executive Bonus Plan and new retention award letters.

PERQUISITES

We provide our NEOs with limited perquisites and other personal benefits that we believe are reasonable and consistent with the practices of our peer group. Perquisites made available to our NEOs include an annual car allowance or the use of a company car and matching contributions to our 401(k) plan and other contribution plans. The amounts of these perquisites are shown in the 2018 Summary Compensation Table and the related footnotes. In April 2018, we discontinued the car allowance for all executive officers.

EXPATRIATE BENEFITS

For our NEOs who are assigned to an international location outside of their home country or country of primary residence, we provide reasonable and customary expatriate benefits, including relocation expenses, housing allowance and educational expenses for dependent children. The types and values of expatriate benefits for each NEO are shown in the 2018 Summary Compensation Table and notes to that table.

We also provide NEOs who are on international assignment a benefit designed to absorb the additional tax burden resulting from their assignment. We believe these benefits are standard in our industry and generally apply to non-management expatriate employees as well. We believe the level of tax benefit provided is reasonable and not excessive. Further, we believe the cost to the Company of providing this benefit is reasonable in light of the benefits we receive in having our officers assigned outside their home country.

The tax policy provided to NEOs assigned to Switzerland receiving expatriate benefits, i.e., only Mr. Bausch, follows a hypothetical tax model in which 30% of his base salary and 35% for all other incentive compensation is deducted from his salary, bonus and equity income, with no deductions and no exemptions. The fixed hypothetical tax withholding is intended to be commensurate with a typical executive’s effective home country tax rate and applies irrespective of whether the executives incur actual home country tax. Weatherford, in turn, pays income and social taxes on behalf of the executive to the extent required on company related income. NEOs are responsible for home country and Swiss tax on their personal income. Many companies use a “tax equalization” method, in which the expatriate’s taxes are calculated based on what they would be in his or her home country if he or she were not on an international assignment, and the Company reimburses the expatriate for all taxes above that amount. However, we believe the hypothetical tax approach reduces the administrative burden and costs associated with management and application of the policy.

OTHER GENERALLY AVAILABLE BENEFITS AND COMPENSATION

Our NEOs are eligible for additional Company-wide benefits on the same basis as other full-time employees. These include a 401(k) plan or other pension plan depending on their jurisdiction (e.g., Switzerland), as well as health, medical and welfare programs. We also pay life insurance premiums on their behalf. Additionally, our NEOs are entitled to severance benefits under: (i) with respect to all current NEOs, a Change in Control Agreement; (ii) with respect to Mr. McCollum, an individually tailored inducement arrangement; and (iii) with respect to all executive officers, excluding Mr. McCollum, our general severance guidelines. These agreements and guidelines are described below.

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COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE EMPLOYMENT AGREEMENTS

No current NEO has an employment agreement. In January 2018, we gave notice of non-renewal of the last remaining executive employment agreement to Mr. Doug Mills, our former Chief Accounting Officer. Mr. Mills exercised his right to terminate the agreement effective April 15, 2018. Benefits paid to Mr. Mills under his employment agreement are further described below and in the “2018 Summary Compensation Table” on page 33.

In connection with the separation of Mr. Mills and in accordance with the terms of his employment agreement, the Company paid Mr. Mills accrued vacation of $17,367, a pro-rated 2018 bonus calculated at $41,673, and an additional amount of $700,000 (representing one times the sum of base salary plus annual bonus calculated at a target level), plus interest on certain deferred amounts estimated at $3,800. Further, in settlement of long-term equity-based incentive awards, Mr. Mills received a gross distribution of 120,693 of the Company’s ordinary shares with respect to RSUs. At the election of Mr. Mills, shares were withheld to satisfy the minimum tax withholding requirements. All payments and benefits were paid pursuant to the terms of the historical employment agreement and equity award agreements of Mr. Mills. Additionally, he received a separate cash payment in the amount of $525,000 in exchange for a general release of claims.

CHANGE IN CONTROL AGREEMENT

Each of our current NEOs, Mr. McCollum, Mr. Bausch, Mrs. Ibrahim, Mr. Blanchard and Mr. Fraser, as used in this section, the “executives,” are party to a Change in Control Agreement (the “CIC Agreement”) with the Company. The benefits provided to the executives in the event of a change of control of the Company are designed to allow them to assess takeover bids objectively and focus solely on the best interests of shareholders. In general, a change of control will occur if (i) another person becomes owner of 30% or more of the combined voting power of our stock, (ii) there is a change in a majority of the members of the then- incumbent Board, or (iii) our shareholders approve a merger with another entity in which our shareholders fail to own more than 50% of the combine voting power of the surviving entity.

The CIC Agreement has a term of two years, subject to automatic renewal for successive two-year periods if a change of control has not occurred, unless the Company provides notice of its intent not to renew the CIC Agreement. Under the terms of the CIC Agreement, if, during the term of the CIC Agreement, employment is terminated by the Company or its successor within six months preceding or at any time following a change of control of the Company, other than for “cause,” or by the executive for “good reason,” as those terms are defined in the agreement, they are entitled to receive:

Pursuant to the CIC Agreement, the executives are subject to a customary non-solicitation covenant that lasts during the period of employment and for one year thereafter.

Upon a change of control, the executive’s equity awards will vest, any applicable forfeiture restrictions will lapse and the multiplier for the PSUs will be 2x. We have agreed to pay legal fees and expenses reasonably incurred by the executives in any disputes regarding the change of control, provided that they agree to reimburse for those fees and expenses if they act in bad faith in connection with any dispute. Benefits potentially payable to the executives under CIC Agreements are further described under “Estimate of Potential Payments upon Termination or Change of Control” beginning on page 38.

EXECUTIVE SEVERANCE GUIDELINES, SEVERANCE AND TERMINATION BENEFITS

The Committee has adopted a framework for severance arrangements for corporate officers, which we refer to as our executive severance guidelines. These guidelines are designed to set consistent parameters for corporate officers who are terminated for reasons other than performance or cause, and include payments as follows:

The only exception to our executive severance guidelines is Mr. McCollum. In the event he is terminated by the Company without “cause” or he leaves for “good reason,” each as defined in the CIC Agreements (see above), in lieu of payments under the above severance guidelines, he will receive cash in an amount equal to two times base salary and his remaining RSU inducement award (consisting of 411,334 RSUs) will vest.

The potential payments that each of our current NEOs would have received if a termination of employment had occurred on December 31, 2018, under their respective agreements, arrangements and the executive severance guidelines are set forth under the section entitled “Estimate of Potential Payments Upon Termination or Change of Control” beginning on page 38.

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COMPENSATION DISCUSSION AND ANALYSIS

CLAWBACK POLICY

Our Weatherford International Executive Compensation Clawback Policy sets out the terms under which we may seek to recover performance-based compensation from our officers. The purpose of the policy is to enable the Company to recoup performance-based compensation that is paid but it is subsequently determined not to have been earned had such compensation been calculated on the basis of restated financial results, including if the Committee determines that an officer has engaged in fraud, willful misconduct or gross negligence that has caused or contributed to the need for a material restatement of our financial statements. The Company may recoup all annual and long-term incentives with features based on the Company’s financial performance, whether paid in cash or equity.

FURTHER CONSIDERATIONS FOR SETTING EXECUTIVE COMPENSATION

OVERSIGHT OF OUR EXECUTIVE COMPENSATION PRACTICES

Our executive compensation program is administered by the Compensation Committee (the “Committee”) of the Board of Directors. The Committee currently consists of four directors: Mohamed A. Awad, Roxanne J. Decyk, John D. Gass (Chair) and Guillermo Ortiz. Currently, and at all times in 2018, all of the persons serving on the Committee were independent, as defined by the standards of the NYSE, and satisfied the qualification standards of Section 16 of the Exchange Act. The members of the Committee draw upon a combination of their respective business experience, other board service and advice from our independent compensation consultant in order to keep themselves abreast of current trends and best practices in the area of executive compensation.

The Committee is responsible for, among other functions, reviewing and approving the total compensation for our NEOs consistent with the philosophy and objectives described above.

COMPENSATION CONSULTANTS AND INDEPENDENCE

As set forth in its charter, which can be found on our website (www.weatherford.com), the Committee has the authority to retain and terminate compensation consultants to provide advice to the Committee. The Committee has retained Meridian to provide information, analyses, and advice regarding executive compensation, as well as independent support and guidance for the Company’s compensation practices. The NYSE has adopted guidelines for compensation committees to consider when identifying Committee advisor independence. The Committee reviewed these guidelines and determined that Meridian is an independent consultant, and Meridian does not perform services for the Company other than those related to executive and non-employee director compensation.

Our management communicates with Meridian and provides data to Meridian regarding our executive officers, but does not direct Meridian’s activities. Meridian has not performed or provided compensation services in the past to our management.

COMPENSATION PRINCIPLES AND BEST PRACTICES

Our compensation program is designed to reward our NEOs for the achievement of strategic and operational goals and increases in shareholder value, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. We believe our program supports these goals, avoids objectionable pay practices, and engages in sound governance practices with respect to executive compensation.

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COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION PHILOSOPHY AND OBJECTIVES

The Compensation Committee follows a pay for performance philosophy in our executive compensation structure. The Committee’s objective is to provide compensation to our executive officers at a level and in a manner that is intended to maximize shareholder value and be market competitive. Additionally, the short-term and long-term interests of our executive officers should be aligned with those of our shareholders. Our programs are designed to:

For 2018, the Committee approved base salary, annual performance compensation, and long-term incentive compensation for each NEO that was intended to be competitive with our peer group. Further, in setting the compensation of our NEOs, the Committee also took into consideration historical and individual circumstances, including our desire to attract new talent during a time of management transition. Factors also considered include tenure and experience, individual performance, anticipated future contributions, retention factors and the availability of comparable data for certain positions.

The Committee believes a majority of executive compensation should be “at risk” — that is, the ultimate, realized value of the compensation is tied to the Company’s financial and equity performance. During periods when our financial performance meets or exceeds established objectives, we believe that NEOs should be rewarded under the incentive compensation programs for their efforts in achieving our goals. Likewise, when our performance does not meet the established goals, incentive compensation may be reduced.

MARKET ANALYSIS AND PEER GROUP

When considering our compensation practices and levels, the Committee has historically reviewed the compensation practices and levels of a peer group of publicly-traded energy service and exploration and production companies to determine market levels. There are a limited number of companies and potential peers available for us to use in determining an appropriate peer group. Our 2018 peer group was set in November 2017. Peers were selected from the following industries: (1) Equipment & Services/Machinery; (2) Drilling; and (3) Exploration & Production (“E&P”). As in prior years, weight was given to peer companies’ (and proposed peer companies’) revenues, assets, net income, market capitalization, enterprise value, and total shareholder return for one-, three- and five- year periods.

This peer group was used to develop the market data and benchmarking materials provided to the Compensation Committee to assist with the 2018 compensation decision making process and is set forth below. In connection with the Committee’s periodic review of the composition of our peer group to ensure that the companies in the group are relevant for comparative purposes, the peer group was re-evaluated in October of 2018. No changes were made to the Company’s 2018 peer group other than to reflect the business combination of Chicago Bridge & Iron Company N.V. with McDermott International, Inc., as the Committee believes it remains the appropriate peer group for 2019.

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COMPENSATION DISCUSSION AND ANALYSIS

2018 PEER GROUP

RISK ANALYSIS OF OUR COMPENSATION PROGRAMS

The Committee reviews our compensation plans and policies to ensure that they do not encourage excessive risk-taking and instead encourage behaviors that support sustainable value creation. In 2018, the Committee, with the assistance of Meridian, reviewed the Company’s compensation policies and practices for executive officers, and believes that our compensation programs are not reasonably likely to have a material adverse effect on the Company. We believe the following factors reduce the likelihood of excessive risk-taking:

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

As of the date hereof, the Compensation Committee’s current members are all independent, non-employee directors. None of the current Compensation Committee members has served as an officer or employee of the Company.

2018 PAY FOR PERFORMANCE ALIGNMENT

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COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION COMMITTEE REPORT

The Compensation Committee believes executive compensation should be based on performance, and Weatherford’s executive pay program implements that belief. Our program is designed to hold our executives accountable for results and to reward them for achieving their targets. The Compensation Discussion and Analysis included above describes the Committee’s decisions regarding our executives’ compensation for 2018 and how those decisions support and implement our philosophy.

We have reviewed the Compensation Discussion and Analysis and discussed it with management and recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Mohamed A. Awad		Roxanne J. Decyk		John D. Gass (Chair)		Guillermo Ortiz

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