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, 2016
BUNGE LIMITED
(Exact name of Registrant as specified in its charter)
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Bermuda
(State or other jurisdiction
of incorporation)
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001-16625
(Commission File Number)
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98-0231912
(I.R.S. Employer
Identification Number)
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50 Main Street
White Plains, New York
(Address of principal executive offices)
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10606
(Zip code)
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(914) 684-2800
(Registrant’s telephone number, including area code)
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N.A.
(Former name or former address, if changes since last report)
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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 (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))
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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On May 25, 2016, Bunge Limited (“Bunge”) held its 2016 annual general meeting of shareholders (the “Annual General Meeting”). At the Annual General Meeting, shareholders approved an amendment to Bunge’s bye-laws to declassify the Board of Directors, elected Bunge’s director nominees, approved the appointment of Deloitte & Touche LLP as Bunge’s independent auditors for fiscal year 2016, approved the advisory vote on executive compensation and approved the Bunge Limited 2016 Equity Incentive Plan. The results of the votes at the Annual General Meeting were as follows:
Proposal 1: Amendment to bye-laws to declassify the Board of Directors:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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104,468,374
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63,077
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73,576
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7,141,061
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Proposal 2: Election of directors:
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Nominee
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Votes For
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Votes Against
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Broker Non-Votes
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Paul Cornet de Ways-Ruart
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103,966,266
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638,761
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7,141,061
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William Engels
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96,001,593
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8,603,434
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7,141,061
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L. Patrick Lupo
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97,775,128
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6,829,899
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7,141,061
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Soren Schroder
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97,992,285
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6,612,742
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7,141,061
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The directors listed above were reelected for a one-year term. Directors whose terms of office continued after the Annual General Meeting are: Ernest G. Bachrach, Enrique H. Boilini, Carol M. Browner, Andrew Ferrier, William Engels, Kathleen Hyle and John E. McGlade.
Proposal 3: Approval of Deloitte & Touche LLP as independent auditors for fiscal year 2016 and authorization of the Audit Committee of the Board of Directors to determine the independent auditors’ fees:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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109,903,132
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1,778,343
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64,613
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N/A
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Proposal 4: Advisory vote on executive compensation:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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97,805,672
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6,383,973
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415,382
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7,141,061
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Proposal 5: Approval of the Bunge Limited 2016 Equity Incentive Plan:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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100,620,094
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3,914,438
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70,495
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7,141,061
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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 26, 2016
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BUNGE LIMITED |
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By: |
/s/ Carla L. Heiss |
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Name: |
Carla L. Heiss |
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Title: |
Deputy General Counsel, Chief
Compliance Officer and Secretary
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