UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2021
BUNGE LIMITED
(Exact name of Registrant as specified in its charter)
| | | | | | | | |
| Bermuda | 001-16625 | 98-0231912 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (I.R.S. Employer
Identification Number) |
| | | | | |
| 1391 Timberlake Manor Parkway | |
| St. Louis | |
| Missouri | 63017 |
| (Address of principal executive offices) | (zip code) |
| (314) | 292-2000 |
| (Registrant’s telephone number, including area code) |
N.A. (Former name or former address, if changes since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Shares, $0.01 par value per share | | BG | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
______________________________________________________________________________________________________
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As described below under Item 5.07, at the 2021 Annual General Meeting of Shareholders (the “Annual General Meeting”) of Bunge Limited (the “Company”) held on May 5, 2021, the Company’s shareholders approved an amendment to the Company’s 2017 Non-Employee Directors Equity Incentive Plan to increase the number of authorized shares by 200,000 shares. This amendment is further described under “Proposal 4 – Amendment to the Bunge Limited 2017 Non-Employee Directors Equity Incentive Plan to increase the number of authorized shares by 200,000 shares” in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on March 23, 2021 (the “Proxy Statement”), which description is incorporated herein by reference pursuant to General Instruction B.3 of Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual General Meeting, shareholders elected the Company’s director nominees, approved the advisory vote on executive compensation, approved the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2021 and authorized the audit committee of the Board of Directors to determine the independent auditors’ fees, approved an amendment to the Bunge Limited 2017 Non-Employee Directors Equity Incentive Plan and approved the shareholder proposal regarding a report on the soy supply chain. Shareholders also approved proposal 6, a shareholder proposal regarding simple majority voting, and the Company will consider this matter in due course. These proposals are described in the Company’s Proxy Statement. The results of the votes at the Annual General Meeting were as follows:
Proposal 1: Election of directors
| | | | | | | | | | | | | | |
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Sheila Bair | 106,784,457 | 672,617 | 96,589 | 7,412,760 |
| Carol Browner | 106,109,686 | 677,026 | 766,951 | 7,412,760 |
| Paul Fribourg | 103,473,986 | 3,995,661 | 84,016 | 7,412,760 |
| J. Erik Fyrwald | 100,487,157 | 6,309,817 | 756,689 | 7,412,760 |
| Gregory A. Heckman | 106,711,117 | 119,972 | 722,574 | 7,412,760 |
| Bernardo Hees | 104,593,353 | 2,222,153 | 738,157 | 7,412,760 |
| Kathleen Hyle | 105,940,500 | 893,480 | 719,683 | 7,412,760 |
| Henry W. (Jay) Winship | 104,849,567 | 1,979,257 | 724,839 | 7,412,760 |
| Mark N. Zenuk | 106,288,219 | 517,901 | 747,543 | 7,412,760 |
The directors listed above were elected for a one-year term.
Proposal 2: Advisory vote on executive compensation
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 101,398,186 | 6,031,641 | 123,826 | 7,412,760 |
Proposal 3: To appoint Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2021 and to authorize the Audit Committee of the Board of Directors to determine the independent auditor’s fees
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 113,968,476 | 912,196 | 85,751 | 7,412,760 |
Proposal 4: Amendment to the Bunge Limited 2017 Non-Employee Director Equity Incentive Plan to increase the number of authorized shares by 200,000 shares
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 103,639,814 | 2,917,705 | 996,144 | 7,412,760 |
Proposal 5: Shareholder proposal regarding a report on the soy supply chain
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 105,866,877 | 1,199,583 | 487,203 | 7,412,760 |
Proposal 6: Shareholder proposal regarding simple majority vote
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 96,095,691 | 11,295,507 | 162,465 | 7,412,760 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit | Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 6, 2021
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| | BUNGE LIMITED | |
| | | | | |
| | | | | |
| | By: | /s/ Lisa Ware-Alexander | |
| | | Name: | Lisa Ware-Alexander | |
| | | Title: | Vice President, Deputy General Counsel and Corporate Secretary | |
| | | | | |
