UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
May 11, 2023
Date of Report (date of earliest event reported)
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BUNGE LIMITED
(Exact name of registrant as specified in its charter)
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Bermuda (State or other jurisdiction of incorporation or organization) | 001-16625 (Commission File Number) | 98-0231912 (I.R.S. Employer Identification Number) |
1391 Timberlake Manor Parkway Chesterfield, MO 63017 |
| (Address of principal executive offices and zip code) |
| (314) 292-2000 |
| (Registrant's telephone number, including area code) |
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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:
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| ☐ | 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 | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.07 - Submission of Matters to a Vote of Security Holders
At the 2023 Bunge Limited ("Bunge" or the "Company") Annual General Meeting, the Company’s shareholders: (1) elected the Company’s director nominees; (2) approved the non-binding advisory vote on compensation of our named executive officers; (3) approved for one year the non-binding advisory vote on the frequency of future shareholder advisory votes on executive compensation; and (4) approved the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2023 and authorized the Audit Committee of the Board of Directors to determine the independent auditor’s fees. Shareholders did not approve proposal 5, which was the shareholder proposal regarding shareholder ratification of termination pay. These proposals are described in greater detail 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 |
| Eliane Lustosa de Andrade | 112,911,830 | 288,948 | 63,690 | 8,539,321 |
| Sheila Bair | 111,125,093 | 2,077,072 | 62,303 | 8,539,321 |
| Carol Browner | 111,623,907 | 1,569,048 | 71,513 | 8,539,321 |
| Gregory A. Heckman | 112,040,391 | 1,136,752 | 87,325 | 8,539,321 |
| Bernardo Hees | 111,056,589 | 1,715,896 | 491,983 | 8,539,321 |
| Michael Kobori | 112,800,499 | 391,020 | 72,949 | 8,539,321 |
| Monica McGurk | 113,039,532 | 163,452 | 61,484 | 8,539,321 |
| Kenneth Simril | 112,316,665 | 879,363 | 68,440 | 8,539,321 |
| Henry (Jay) Winship | 111,728,732 | 1,459,541 | 76,195 | 8,539,321 |
| Mark Zenuk | 110,639,211 | 2,556,445 | 68,812 | 8,539,321 |
The directors listed above were elected for a one-year term.
Proposal 2: A non-binding advisory vote to approve the compensation of the Company's named executive officers
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 108,862,018 | 4,270,671 | 131,779 | 8,539,321 |
Proposal 3: A non-binding advisory vote on the frequency of future shareholder advisory votes on named executive officer compensation
| | | | | | | | | | | | | | |
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
| 110,303,210 | 44,168 | 2,802,957 | 114,133 | 8,539,321 |
Proposal 4: To appoint Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2023 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 |
| 114,323,461 | 7,426,070 | 54,258 | N/A |
Proposal 5: Shareholder proposal regarding ratification of termination pay
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 28,520,973 | 81,743,856 | 2,999,639 | 8,539,321 |
Item 9.01 - Financial Statements and Exhibits
(d): Exhibits.
| | | | | | | | |
| Exhibit No. | | 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.
Date: May 15, 2023
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| BUNGE LIMITED |
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| By: | /s/ Lisa Ware-Alexander |
| Name: | Lisa Ware-Alexander |
| Title: | Secretary |
