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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): February 24, 2006
BUNGE LIMITED
(Exact name of Registrant as specified in its charter)
Bermuda 001-16625 98-0231912
(State or other jurisdiction) (Commission file number) (I.R.S. employer
of incorporation) identification no.)
50 Main Street
White Plains, New York 10606
(Address of principal executive offices) (Zip Code)
(914) 684-2800
(Registrant's telephone number, including area code)
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-4c))
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Item 1.01 Entry into a Material Definitive Agreement.
On February 23, 2006, the compensation committee (the
"Committee") of the Board of Directors (the "Board") of Bunge Limited ("Bunge")
made the following decisions regarding the compensation of the executive
officers who were named in the Summary Compensation Table of Bunge's Proxy
Statement for 2005 and those who are expected to be Named Executive Officers in
Bunge's Proxy Statement in 2006 (together, the "Named Executive Officers").
1. Adoption of 2006 Performance Measures for the Annual Incentive Plan
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and the Equity Incentive Plan
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At the Committee meeting, the Committee adopted performance
measures that will apply to compensation paid to the Named Executive Officers in
2006 pursuant to the Annual Incentive Plan (the "AIP") and the Equity Incentive
Plan (the "EIP"). The performance measures used in 2006 for the AIP will be
based upon return on net assets and income from continuing operations for each
Named Executive Officer except Mr. Gwathmey. Mr. Gwathmey's 2006 performance
measures for the AIP will be based upon the return on net assets and operating
profit of the operating unit for which he is responsible. The 2006 performance
measures for Performance-Based Restricted Stock Units ("PBRSUs") awarded under
the EIP will be based upon the cumulative earnings per share of Bunge for the
three-year performance period beginning on January 1, 2006.
2. Payout of Equity Awards for 2003
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At the Committee meeting, the Committee certified the
achievement of certain performance measures established in 2003 for the PBRSUs
and, upon settlement of the PBRSUs, our Named Executive Officers will receive,
cash, Bunge common shares or a combination thereof, in respect of the following
number of shares:
Performance-Based Restricted Stock Units Settlement
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Name Number of Shares
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Alberto Weisser 57,000
Archibald Gwathmey 19,500
William Wells 19,500
Joao Fernando Kfouri 6,000
Flavio Sa Carvalho 10,500
The performance measures that were achieved with respect to
the PBRSUs related to Bunge's cumulative earnings per share for the three-year
performance period ending on December 31, 2005.
3. Payout of Annual Cash Bonuses for 2005
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Also at the Committee meeting, the Committee certified the
achievement of certain performance measures established at the beginning of 2005
and our Named Executive Officers received the following cash bonuses:
Cash Bonuses for 2005
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Name Amount
---- ------
Alberto Weisser $1,700,000
Archibald Gwathmey $800,000
William Wells $600,000
Joao Fernando Kfouri $300,000
Flavio Sa Carvalho $370,000
The performance measures that were achieved with respect to
the cash bonus awards related to return on net assets and income from continuing
operations or operating profit, as described in paragraph 1 above.
4. Equity Awards for 2006
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2006 Stock Options
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At the Committee meeting, the Committee decided to grant the
following stock option awards to our Named Executive Officers:
Name Amount
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Alberto Weisser 110,000
Archibald Gwathmey 25,000
William Wells 25,000
Joao Fernando Kfouri 13,800
Flavio Sa Carvalho 13,800
The stock option awards were granted to our Named Executive
Officers as of February 24, 2006. The exercise price of the options was fixed on
the date of the grant, February 24, 2006, based on the average of the high and
low prices of Bunge common shares as of the close of business on that date. The
stock options will vest in three equal installments on each of February 24,
2007, 2008 and 2009 and will expire on February 23, 2016.
2006 Performance-Based Restricted Stock Units
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At the Committee meeting, the Committee also decided to grant
the following awards of PBRSUs to the Named Executive Officers:
Name Amount
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Alberto Weisser 40,000
Archibald Gwathmey 9,000
William Wells 9,000
Joao Fernando Kfouri 5,000
Flavio Sa Carvalho 5,000
The PBRSUs awards were granted as of February 24, 2006 and
will fully vest following the third anniversary of the date of their grant,
subject to the Named Executive Officer's continued employment with Bunge and the
satisfaction of the pre-established performance measures. Vested PBRSU awards
will be settled in Bunge common shares only.
5. Base Salaries for 2006
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The Committee also decided to increase Mr. Archibald
Gwathmey's base salary from $575,000 in 2005 to $600,000 in
2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: March 1, 2006.
Bunge Limited
(Registrant)
By: /s/ Carla L. Heiss
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Name: Carla L. Heiss
Title: Assistant General Counsel