Bunge Limited filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Packaged Foods
Consumer Staples
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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(Commission File Number) | (IRS Employer Identification Number) | |||||||
| N.A | ||||||||
(Address of registered office and principal executive office) | (Zip Code) | |||||||
1391 Timberlake Manor Parkway Chesterfield, MO | 63017 | |||||||
(Address of corporate headquarters ) | (Zip Code) | |||||||
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(Registrant's telephone number, including area code) | ||||||||
| N/A | ||||||||
| (Former name or former address, if changed 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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
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Securities registered pursuant to Section 12(b) of the Act: | ||||||||
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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 ☐
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Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2024 Annual General Meeting of Shareholders of Bunge Global SA (the “Company”) held on May 15, 2024 (the “AGM”), shareholders of the Company approved the Company's 2024 Long-Term Incentive Plan (the “LTIP"), to replace the Company's 2016 Equity Incentive Plan. As approved by shareholders, the LTIP reserves an additional 5,000,000 shares, par value $0.01 per share, issuable pursuant to awards granted thereunder.
The summary of the changes to the LTIP is subject to and qualified in its entirety by reference to the full text of the LTIP, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 - Submission of Matters to a Vote of Security Holders
At the AGM, the Company's shareholders voted on the proposals set forth below, each of which is described in the Company's proxy statement for the 2024 annual general meeting:
1.The shareholders approved the Swiss statutory consolidated financial statements and Swiss standalone financial statements of the Company for the year ended December 31, 2023. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Abstentions | |||||||||||||||
| 115,170,907 | 52,825 | 427,479 | |||||||||||||||
2. The shareholders approved the appropriation of earnings for fiscal year 2023. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Abstentions | |||||||||||||||
| 115,468,056 | 36,427 | 146,728 | |||||||||||||||
3. The shareholders approved a cash dividend in the aggregate amount of U.S. $2.72 per outstanding share out of the Company's reserve from capital contributions in four equal installments. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Abstentions | |||||||||||||||
| 115,450,866 | 88,580 | 111,765 | |||||||||||||||
4 The shareholders approved the discharge of the members of the Board and the Executive Management Team from liability for activities during fiscal year 2023. The tabulation of votes on this matter was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 108,056,783 | 888,619 | 435,986 | 6,269,823 | |||||||||||||||||
5. The shareholders reelected the following 10 individuals listed below as directors, each for a term extending until completion of the 2025 annual general meeting. The tabulation of votes with respect to the re-election of the directors below was as follows:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| 5a. | Eliane Aleixo Lustosa de Andrade | 108,479,370 | 811,847 | 90,171 | 6,269,823 | ||||||||||||
| 5b. | Sheila Bair | 107,876,244 | 1,384,363 | 120,781 | 6,269,823 | ||||||||||||
| 5c. | Carol M. Browner | 102,259,760 | 6,980,686 | 140,942 | 6,269,823 | ||||||||||||
| 5d. | Gregory A. Heckman | 108,512,694 | 753,346 | 115,348 | 6,269,823 | ||||||||||||
| 5e. | Bernardo Hees | 108,390,957 | 813,106 | 177,325 | 6,269,823 | ||||||||||||
| 5f. | Michael Kobori | 108,416,498 | 869,559 | 95,331 | 6,269,823 | ||||||||||||
| 5g. | Monica McGurk | 107,936,421 | 1,306,725 | 138,242 | 6,269,823 | ||||||||||||
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| 5h. | Kenneth Simril | 108,217,690 | 985,187 | 178,511 | 6,269,823 | ||||||||||||
| 5i. | Henry (Jay) Winship | 107,674,974 | 1,528,687 | 177,727 | 6,269,823 | ||||||||||||
| 5j. | Mark N. Zenuk | 107,197,526 | 2,056,422 | 127,440 | 6,269,823 | ||||||||||||
The shareholders elected the following 4 individuals listed below as directors, each for a term extending until completion of the 2025 annual general meeting, subject to and contingent upon the closing of the acquisition of Viterra Limited, as further described in the Company's 2024 Proxy statement. The tabulation of votes with respect to the election of the directors below was as follows:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| 5k. | Adrian Isman | 109,092,803 | 79,826 | 208,759 | 6,269,823 | ||||||||||||
| 5l. | Anne Jensen | 109,090,587 | 83,645 | 207,156 | 6,269,823 | ||||||||||||
| 5m. | Christopher Mahoney | 109,092,596 | 79,369 | 209,423 | 6,269,823 | ||||||||||||
| 5n. | Markus Walt | 109,105,453 | 130,318 | 145,617 | 6,269,823 | ||||||||||||
6. The shareholders reelected Mark Zenuk as the Chair of the Board. The tabulation of votes with respect to the reelection of the Chair of the Board was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 108,263,590 | 976,526 | 141,272 | 6,269,823 | ||||||||
7. The shareholders reelected each of the members of the Human Resources and Compensation Committee. The tabulation of votes with respect to the reelection of the members of the Human Resources and Compensation Committee was as follows:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| 7a. | Bernardo Hees | 108,572,572 | 617,763 | 191,053 | 6,269,823 | ||||||||||||
| 7b. | Kenneth Simril | 108,580,399 | 609,050 | 191,939 | 6,269,823 | ||||||||||||
| 7c. | Henry “Jay” Winship | 107,803,638 | 1,386,604 | 191,146 | 6,269,823 | ||||||||||||
8. The shareholders approved the 2024 Long-Term Incentive Plan. The tabulation of votes with respect to this matter was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 106,639,164 | 2,620,701 | 121,523 | 6,269,823 | ||||||||
9. The shareholders passed an advisory vote to approve the Named Executive Officers' compensation under U.S. securities law requirements. The tabulation of votes with respect to this matter was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 105,647,812 | 3,591,495 | 142,081 | 6,269,823 | ||||||||
10a. The shareholders approved the maximum aggregate compensation of the Board for the period between the 2024 annual general meeting and the 2025 annual general meeting. The tabulation of votes with respect to this matter was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 108,748,937 | 484,100 | 148,351 | 6,269,823 | ||||||||
10b. The shareholders approved the maximum aggregate compensation of the Executive Management Team for the fiscal year 2025. The tabulation of votes with respect to this matter was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 107,151,167 | 2,076,301 | 153,920 | 6,269,823 | ||||||||
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10c. The shareholders passed an advisory vote on the Swiss Compensation Report. The tabulation of votes with respect to this matter was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 105,641,316 | 3,559,140 | 180,932 | 6,269,823 | ||||||||
11. The shareholders passed an advisory vote on the Swiss Statutory Non-Financial Matters Report. The tabulation of votes with respect to this matter was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 106,988,498 | 1,937,309 | 455,581 | 6,269,823 | ||||||||
12. The shareholders elected the Swiss Statutory Independent Voting Representative. The tabulation of votes with respect to this matter was as follows:
| Votes For | Votes Against | Abstentions | |||||||||||||||
| 115,336,767 | 72,570 | 241,874 | |||||||||||||||
13. The shareholders reelected the independent auditor for U.S. securities law purposes and the statutory auditor for Swiss law purposes. The tabulation of votes with respect to this matter was as follows:
| Votes For | Votes Against | Abstentions | |||||||||||||||
| 108,129,589 | 7,360,004 | 161,618 | |||||||||||||||
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Item 9.01 - Financial Statements and Exhibits
(d): Exhibits.
| Exhibit No. | Description | |||||||
| Bunge 2024 Long-Term Incentive Plan | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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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 16, 2024
| BUNGE GLOBAL SA | |||||
By: | /s/ Lisa Ware-Alexander | ||||
Name: | Lisa Ware-Alexander | ||||
Title: | Secretary | ||||
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