Form 8-K - Current report

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

October 5, 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)

___________________________________

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. ☐

Item 5.07 - Submission of Matters to a Vote of Security Holders

As previously announced, Bunge Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Bunge”):

•intends to change the place of incorporation and residence of the parent company of the Bunge Group from Bermuda to Switzerland through a Bermuda law Scheme of Arrangement (the “Redomestication”); and

•entered into a Business Combination Agreement (the “Business Combination Agreement”) on June 13, 2023 with Viterra Limited, a private company limited by shares incorporated under the laws of Jersey (“Viterra”), Danelo Limited, a private company incorporated in Jersey (“Glencore”), CPPIB Monroe Canada, Inc., a company incorporated in Canada (“CPPIB”), Venus Investment Limited Partnership, a limited partnership formed under the laws of the Province of Manitoba, Canada (“BCI”), and Ocorian Limited, a private company incorporated in Jersey (collectively with Glencore, CPPIB and BCI, the “Sellers”), pursuant to which Bunge will acquire all of the issued and outstanding shares of Viterra from the Sellers (the “Acquisition”) and Bunge will issue approximately 65.6 million common shares, par value $0.01 per share, of Bunge (“Bunge Shares”) to the Sellers as a portion of the consideration for the Acquisition.

On October 5, 2023, Bunge held a virtual Extraordinary General Meeting of shareholders (the “Extraordinary General Meeting”) to vote on the proposals identified in Bunge’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on August 7, 2023, and mailed to Bunge’s shareholders on August 7, 2023, including approval for the Redomestication and the Acquisition.

As of August 3, 2023, the record date for the Extraordinary General Meeting, there were 150,642,387 Bunge Shares issued and outstanding. At the Extraordinary General Meeting, a total of 119,456,917 Bunge Shares were present in person or by proxy, representing 79.29% of the total number of shares outstanding and entitled to vote at the Extraordinary General Meeting and a quorum for all matters before the shareholders as required by Bunge’s Bye-laws.

The number of votes cast for and against, as well as abstention votes and broker non-votes, as applicable, with respect to each proposal presented at the Extraordinary General Meeting was as follows:

Proposal No. 1: Approval of the Redomestication

The shareholders approved the Redomestication as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
118,354,373	1,033,356	69,188	N/A

Proposal No. 2: Approval of the Acquisition

The shareholders approved the Acquisition, including the issuance of the Bunge Shares, as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
117,850,138	1,251,315	355,464	N/A

Proposal No. 3: Approval to adjourn the Extraordinary General Meeting to a later date to solicit additional proxies if there are insufficient votes at the time of the Extraordinary General Meeting to approve the Redomestication or the Acquisition

The shareholders approved the proposal to adjourn the Extraordinary General Meeting, if necessary, to continue to solicit additional proxies to approve the Redomestication or the Acquisition as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
108,845,175	10,436,270	175,472	N/A

However, because the proposals related to the Redomestication and the Acquisition were approved, the adjournment of the Extraordinary General Meeting was not necessary to continue to solicit additional proxies and, accordingly, the Extraordinary General Meeting was not adjourned.

The Redomestication to Switzerland remains subject to various conditions, including the approval of the Supreme Court of Bermuda, and is expected to be completed later this year, prior to completing the Acquisition. The closing of the Acquisition remains subject to customary closing conditions, including receipt of regulatory approvals.

Item 9.01 - Financial Statements and Exhibits

(d): Exhibits.


Exhibit No.						Description
99.1						Press Release, dated October 5, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 6, 2023


BUNGE LIMITED

By:			/s/ Lisa Ware-Alexander
Name:			Lisa Ware-Alexander
Title:			Secretary


Media Contact:			Bunge News Bureau Bunge 636-292-3022 news@bunge.com

Investor Contact:			Ruth Ann Wisener Bunge Limited 636-292-3014 Ruthann.wisener@bunge.com

Bunge Shareholders Approve Viterra Combination

St. Louis, MO – October 5, 2023 – Bunge Limited (NYSE: BG) (“Bunge”) today announced the results of its extraordinary general meeting (“EGM”) of its shareholders, which was held today.

Shareholders approved the acquisition of Viterra Limited, including the issuance of 65,611,831 common shares, par value $0.01 per share, of Bunge Limited. They also voted in support of the redomestication that will change the place of incorporation and residence of the ultimate parent company of the Bunge Group from Bermuda to Switzerland.

“We appreciate our shareholders’ vote of confidence in our strategy to position Bunge as a premier global agribusiness solutions company through the merger with Viterra,” said Greg Heckman, Bunge CEO. “Our team is focused on effectively running our operations while also planning for a successful integration. We are committed to creating an innovative global agribusiness company well positioned to meet the demands of increasingly complex markets and better serve farmers and end-customers.”

The merger is expected to close in mid-2024, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals.

The final vote results will be reported in a Form 8-K to be filed by Bunge with the Securities and Exchange Commission.

About Bunge

At Bunge (NYSE: BG), our purpose is to connect farmers to consumers to deliver essential food, feed and fuel to the world. With more than two centuries of experience, unmatched global scale and deeply rooted relationships, we work to put quality food on the table, increase sustainability where we operate, strengthen global food security, and help communities prosper. As the world’s leader in oilseed processing and a leading producer and supplier of specialty plant-based oils and fats, we value our partnerships with farmers to improve the productivity and environmental efficiency of agriculture across our value chains and to bring quality products from where they’re grown to where they’re consumed. At the same time, we collaborate with our customers to create and reimagine the future of food, developing tailored and innovative solutions to meet evolving dietary needs and trends in every part of the world. Our Company is headquartered in St. Louis, Missouri, and we have almost 23,000 dedicated employees working across approximately 300 facilities located in more than 40 countries.

Website Information

We routinely post important information for investors on our website, www.bunge.com, in the "Investors" section. We may use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.

Cover Page	Oct. 05, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 05, 2023
Entity Registrant Name	BUNGE LIMITED
Entity Incorporation, State or Country Code	D0
Entity File Number	001-16625
Entity Tax Identification Number	98-0231912
Entity Address, Address Line One	1391 Timberlake Manor Parkway
Entity Address, City or Town	Chesterfield
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63017
City Area Code	314
Local Phone Number	292-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, $0.01 par value per share
Trading Symbol	BG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001144519
Amendment Flag	false