Bunge Global SA
For the period ended Dec 31, 2025. Filed Apr 10, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Apr 10, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
BUNGE GLOBAL SA
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
x No fee required
o Fee paid previously with preliminary materials
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
A letter from Mark Zenuk,
Chairman of the Board
Dear Shareholders,
As Chair of the Board of Directors, I am pleased to provide an update on Bunge’s performance and the Board’s oversight during a year of tremendous transformation.
In 2025, the Board remained focused on its core responsibilities: guiding strategy, overseeing risk, strengthening governance, and supporting long‑term value creation.
A defining milestone was the completion of Bunge’s combination with Viterra on July 2, 2025. This transaction was subject to extensive Board review and oversight. The combination strengthens Bunge’s global platform and the business risk profile. Early integration progress and realized synergies also reinforce the Board’s confidence in the rationale for the transaction. Bunge’s credit rating upgrades, following the announcement of the Viterra combination, recognize the strength of the combined company and our financial stewardship.
Throughout the year, the Board stayed engaged in risk oversight. Through the Enterprise Risk Management Committee and the work of each Board committee, we oversaw management’s approach to key risks, including commodity and market volatility, geopolitical developments, climate‑related and regulatory risks, cybersecurity, and integration execution. The Board believes this framework promotes resilience and supports informed decision‑making.
Board composition and effectiveness also remained a priority. In 2025 and following the closing of the Viterra transaction, we welcomed five new directors whose experience across global agribusiness, supply chains, international markets, business technology/cybersecurity, and risk management further strengthens Board oversight. Ongoing refreshment efforts have reduced average tenure, promoted gender diversity, and ensured the Board’s skills and perspectives remain aligned with Bunge’s evolving strategy.
The Board continued to oversee disciplined capital allocation and portfolio optimization this year. In addition to strategic investments, the Board supported divestitures of non‑core assets and approved capital returns, including the payment of $459 million in dividends and the repurchase of 6.7 million Bunge shares for $551 million. These actions reflect a balanced approach to growth, financial flexibility, and shareholder returns, while maintaining a strong balance sheet.
Sustainability and responsible business practices remain integral to Bunge’s strategy and risk management and are subject to active Board oversight. In 2025, Bunge advanced its non‑deforestation commitment in priority regions, strengthened supply chain traceability, and continued to integrate sustainability considerations into strategic and investment decisions. The Board also guided Bunge’s readiness for evolving regulatory and disclosure requirements across jurisdictions that are new to us with the addition of Viterra operations.
Human capital and safety are foundational to Bunge’s success. The Board oversees talent development, succession planning, and workplace safety, reinforcing a strong safety culture and sustained accountability.
Looking ahead, the global operating environment remains dynamic for Bunge. The Board believes the company is positioned to expertly navigate ongoing uncertainty through its expanded platform, risk management, and continued focus on execution – themes that management recently communicated at its 2026 Investor Day in March.
On behalf of the Board of Directors, I thank you for your continued trust and thank the management team for their commitment and leadership.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
| Date and Time: | Wednesday, May 20, 2026 at 8:30 AM Central Daylight Time (3:30 PM Central European Summer Time). |
|---|---|
| Place: | This year's meeting is a virtual shareholders' meeting at www.virtualshareholdermeeting.com/BG2026. |
| Please note that, in order to attend the Annual General Meeting, you must first register in advance at ProxyVote.com and enter the 16-digit control number found on your proxy card or voter instruction form for the Annual General Meeting. The registration deadline is May 18, 2026 at 10:59 PM Central Daylight Time (May 19, 2026 at 5:59 AM Central European Summer Time). Please read carefully “Information About the Meeting” beginning on page 102 of this proxy statement to ensure that you comply with the requirements for voting and accessing the Annual General Meeting. | |
| Record Date: | |
| This Notice of Annual General Meeting of Shareholders, Proxy and Proxy Card are being made available to each shareholder registered in Bunge Global SA's ("Bunge") share register as of the close of business on March 19, 2026. Any additional shareholders who are registered in Bunge's share register as of the close of business on April 28, 2026, but who were not registered in the share register as of March 19, 2026, will receive a copy of the proxy materials, including a proxy card, as soon as practicable after April 28, 2026. Shareholders not registered in Bunge's share register as of April 28, 2026, will not be entitled to vote or grant proxies to vote at the 2026 Annual General Meeting. If you are registered as a shareholder in Bunge's share register as of April 28, 2026, or if you hold shares of Bunge in "street name" as of such date, you may grant a proxy to vote on each of the proposals and any modification to any of the proposals or other matter on which voting is permissible under Swiss law and which is properly presented at the meeting for consideration. | |
| Voting: | |
| Your vote is very important. Regardless of whether you plan to join the Annual General Meeting, we recommend that you submit your voting instructions by internet, telephone or by mail so that your shares will be represented at the meeting. If you are a registered holder of our registered shares (i.e., you hold your shares through our transfer agent, Computershare), please follow the instructions included in your proxy materials or on your proxy card to access the Annual General Meeting. If your registered shares are held through an intermediary (i.e., brokerage firm, bank or other nominee), you should receive a voting instruction form from your brokerage firm, bank or other nominee. | |
| Meeting Details: | |
| Please read carefully “Information About This Proxy Statement and Meeting” beginning on page 100 of this proxy statement to ensure that you comply with the requirements for voting and accessing the Annual General Meeting. | |
| At the Annual General Meeting, we are asking shareholders to vote on the following: | ||
|---|---|---|
| Management Proposals | Board Recommends | |
| Approval of the Swiss Statutory Consolidated Financial Statements and Swiss Standalone Statutory Financial Statements of Bunge Global SA for the year ended December 31, 2025 | ✔ FOR | |
| Approval of the Appropriation of the Available Earnings for Fiscal Year 2025 | ✔ FOR | |
| Approval of a Cash Dividend in the Aggregate Amount of U.S. $2.88 Per Outstanding Share Out of Bunge Global SA’s Reserve from Capital Contributions in Four Equal Installments | ✔ FOR | |
| Discharge of the Members of the Board and of the Executive Management Team from Liability for the Activities During Fiscal Year 2025 | ✔ FOR | |
| Election of Directors | ✔ FOR EACH NOMINEE | |
| Reelection of the Chair of the Board | ✔ FOR |
| Reelection of four Members of the Human Resources and Compensation Committee | ✔ FOR EACH NOMINEE |
| Advisory Vote to Approve Named Executive Officer Compensation Under U.S. Securities Law Requirements | ✔ FOR |
| Approval of the Compensation of the Board and Executive Management Team Under Swiss Law; Advisory Vote on the Swiss Compensation Report | ✔ FOR EACH PROPOSAL |
| Advisory Vote on the Swiss Statutory Non-Financial Matter Report | ✔ FOR |
| Election of the Swiss Statutory Independent Voting Representative | ✔ FOR |
| Appointment of Independent Auditor for U.S. Securities Law Requirements and Reelection of Statutory Auditor for Swiss Law Requirements | ✔ FOR |
Important Notice of Internet Availability of Proxy Materials for the Annual General Meeting to be held on May 20, 2026: The Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at investors.bunge.com/governance/governance-document and www.ProxyVote.com.
By Order of the Board of Directors
| April 10, 2026 | Lisa Ware-AlexanderSenior Deputy General Counsel and Corporate Secretary |
|---|
| Proxy Statement Summary | 1 |
|---|---|
| Annual General Meeting Information | 1 |
| Proposals and Voting Recommendations for the Annual General Meeting | 2 |
| Board Composition Snapshot | 3 |
| Governance Highlights | 4 |
| 2025 Financial and Strategic Highlights | 5 |
| Sustainability Highlights | 6 |
| Executive Compensation Highlights | 6 |
| Shareholder Engagement Highlights | 7 |
| Proposal 1 — Approval of the Swiss Statutory Consolidated Financial Statements and Swiss Standalone Statutory Financial Statements of Bunge Global SA for the year ended December 31, 2025 | 8 |
| Proposal 2 — Approval of the Appropriation of the Available Earnings for Fiscal Year 2025 | 9 |
| Proposal 3 — Approval of a Cash Dividend in the Aggregate Amount of U.S. $2.88 Per Outstanding Share Out of Bunge Global SA’s Reserve from Capital Contributions in Four Equal Installments | 10 |
| Proposal 4 — Discharge of the Members of the Board and of the Executive Management Team from Liability for the Activities During Fiscal Year 2025 | 11 |
| Proposal 5 — Election of Directors | 12 |
| Committee Composition Following the 2026 Annual General Meeting | 12 |
| Summary of Director Nominees | 13 |
| Director Nominees | 14 |
| Proposal 6 — Reelection of the Chair of the Board | 20 |
| Proposal 7 — Reelection of Four Members of the Human Resources and Compensation Committee | 21 |
| Corporate Governance | 22 |
| Board and Corporate Governance Developments | 22 |
| Director Onboarding | 22 |
| Shareholder Engagement | 22 |
| Board Structure and Size | 23 |
| Director Selection and Qualifications | 23 |
| Board Succession and Tenure | 24 |
| Shareholder Recommendations and Director Nominations | 25 |
| Board Independence | 25 |
| Executive Sessions of Our Board | 26 |
| Certain Relationships and Related Transactions | 26 |
| Board Leadership Structure | 27 |
| Board Meetings and Committees | 27 |
| Board and Committee Evaluations | 32 |
Bunge | 2026 Proxy Statement i
| Director Development and Continuing Education | 33 |
|---|---|
| Executive Succession Planning and Leadership Development | 33 |
| Risk Oversight | 34 |
| Corporate Governance Principles and Code of Conduct | 36 |
| Communications with Our Board | 36 |
| Board Member Attendance at Annual General Meetings | 36 |
| Sustainability | 36 |
| Human Capital Management | 38 |
| Public Policy Engagements | 39 |
| Director Compensation | 40 |
| Director Compensation Table | 41 |
| Share Ownership of Directors, Executive Officers and Principal Shareholders | 43 |
| Proposal 8 — Advisory Vote to Approve Named Executive Officer Compensation Under U.S. Securities Law Requirements | 45 |
| Compensation Discussion and Analysis | 46 |
| Commitment to Shareholders | 46 |
| Overview | 47 |
| Determining Compensation | 49 |
| Principal Elements of Our Executive Compensation Program | 52 |
| Compensation Governance | 64 |
| Compensation and Risk | 66 |
| Human Resources and Compensation Committee Report | 67 |
| Executive Compensation Tables | 68 |
| Pay Ratio Disclosure | 76 |
| Pay Versus Performance Disclosure | 77 |
| Proposal 9 — Approval of the Compensation of the Board and Executive Management Team Under Swiss Law; Advisory Vote on the Swiss Statutory Compensation Report | 80 |
| 9A. Approval of Maximum Aggregate Compensation of the Board for the Period Between the 2026 Annual General Meeting and the 2027 Annual General Meeting | 80 |
| 9B. Approval of Maximum Aggregate Compensation of the Executive Management Team for the Fiscal Year 2027 | 80 |
| 9C. Advisory Vote on Swiss Statutory Compensation Report | 81 |
| Swiss Statutory Compensation Report | 83 |
| Proposal 10 — Advisory Vote on the Swiss Statutory Non-Financial Matter Report | 94 |
| Proposal 11 — Election of the Swiss Statutory Independent Voting Representative | 95 |
| Proposal 12 — Appointment of Independent Auditor for U.S. Securities Law Requirements and Reelection of Statutory Auditor for Swiss Law Requirements | 96 |
Bunge | 2026 Proxy Statement ii
| Appointment of Deloitte & Touche LLP as Independent Auditor for U.S. Securities Law Reporting | 96 |
|---|---|
| Reelection of Deloitte SA as Swiss Statutory Auditor for Fiscal Year 2026 | 96 |
| Fees | 96 |
| Audit Fees | 97 |
| Audit-Related Fees | 97 |
| Tax Fees | 97 |
| All Other Fees | 97 |
| Pre-Approval Policies and Procedures | 97 |
| Audit Committee Report | 98 |
| Shareholder Proposals for the 2027 Annual General Meeting of Shareholders | 99 |
| Information About this Proxy Statement and Meeting | 100 |
| Information About this Proxy Statement | 100 |
| Information About the Meeting | 102 |
| Information About Voting | 105 |
| Solicitation of Proxies | 107 |
| United States Securities and Exchange Commission Reports | 108 |
| Other Matters | 108 |
| Appendix A — Reconciliation of Non-GAAP Financial Measures | A-1 |
| Appendix B — Swiss Statutory Non-Financial Matter Report | B-1 |
Bunge | 2026 Proxy Statement iii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.