UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
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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:
| | | | | |
| ☐ | 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. ☐
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Bunge Limited (the “Company”) filed with the Securities and Exchange Commission on May 15, 2023 (the “Original Form 8-K”). The sole purpose of this Amendment is to disclose the Company’s decision regarding whether non-binding advisory votes to approve the compensation of the Company’s named executive officers (“Say-on-Pay Votes”) should be held every one, two or three years.
Item 5.07 Submission of Matters to a Vote of Security Holders
As previously reported in the Original Form 8-K, in an advisory vote at the Company’s 2023 Annual General Meeting held on May 11, 2023, the Company’s shareholders expressed their preference for Say-on-Pay Votes to be conducted every year. Based on the results of the vote, and consistent with the recommendation of the Company’s Board of Directors, the Company has determined to hold a Say-on-Pay Vote every year until the next required non-binding advisory vote on the frequency of holding future Say-on-Pay Votes, which will be no later than the Company’s 2029 Annual General Meeting.
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: September 8, 2023
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| BUNGE LIMITED |
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| By: | /s/ Lisa Ware-Alexander |
| Name: | Lisa Ware-Alexander |
| Title: | Secretary |
