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 25, 2017

 

BUNGE LIMITED

(Exact name of Registrant as specified in its charter)

 

Bermuda

(State or other jurisdiction

of incorporation)

001-16625

(Commission File Number)

98-0231912

(I.R.S. Employer

Identification Number)

    

50 Main Street

White Plains, New York

(Address of principal executive offices)

10606

(Zip code)

   

(914) 684-2800

(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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

On May 25, 2017, Bunge Limited (“Bunge”) held its 2017 annual general meeting of shareholders (the “Annual General Meeting”). At the Annual General Meeting, shareholders elected Bunge’s director nominees, approved the appointment of Deloitte & Touche LLP as Bunge’s independent auditors for fiscal year 2017, approved the advisory vote on executive compensation, approved an advisory vote that future advisory votes on executive compensation be held annually and approved the Bunge Limited 2017 Non-Employee Directors Equity Incentive Plan. 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
Ernest G. Bachrach 95,495,826 7,732,475 106,760 6,668,706
Enrique H. Boilini 96,769,817 6,459,324 105,920 6,668,706
Carol M. Browner 98,216,217 4,996,240 122,604 6,668,706
Paul Cornet de Ways-Ruart 98,145,141 5,071,794 118,126 6,668,706
Andrew Ferrier 98,023,133 5,205,892 106,036 6,668,706
Andreas Fibig 98,153,710 5,076,015 105,336 6,668,706
Kathleen Hyle 98,204,197 5,021,205 109,659 6,668,706
L. Patrick Lupo 91,855,925 11,372,560 106,576 6,668,706
John E. McGlade 98,040,363 5,188,233 106,465 6,668,706
Soren Schroder 92,214,287 11,019,255 101,519 6,668,706

 

The directors listed above were reelected for a one-year term.  

  

Proposal 2: Approval of Deloitte & Touche LLP as independent auditors for fiscal year 2017 and authorization of the Audit Committee of the Board of Directors to determine the independent auditors’ fees:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
108,591,771   1,275,356   136,640   N/A

 

Proposal 3: Advisory vote on executive compensation:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
93,354,892   9,835,570   144,599   6,668,706

  

Proposal 4: Advisory vote on the frequency of future advisory votes on executive compensation:

   

1 year   2 years   3 years   Abstentions   Broker Non-Votes
93,769,537   82,696   9,371,197   111,631   6,668,706

 

Consistent with the recommendation of the Board of Directors, a majority of the votes cast by shareholders voted to hold future advisory votes on executive compensation on an annual basis. In light of the foregoing, Bunge currently intends to hold future advisory votes on executive compensation every year.  The next required vote on the frequency of future advisory votes on executive compensation is scheduled to occur at Bunge’s Annual General Meeting in 2023.

Proposal 5: Approval of the Bunge Limited 2017 Non-Employee Directors Equity Incentive Plan:

    

Votes For   Votes Against   Abstentions   Broker Non-Votes
93,770,023   9,423,194   141,844   6,668,706

 

 

 

 

 

 

 

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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.

 

Dated: May 25, 2017

    

  BUNGE LIMITED  
         
         
  By: /s/ Carla L. Heiss  
    Name: Carla L. Heiss  
    Title:

Deputy General Counsel, Chief

Compliance Officer and Secretary

 
         

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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