Bunge Global SA

For the period ended May 15, 2024. Filed Apr 5, 2024.

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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.

May 15, 2024 · Filed Apr 5, 2024

BG$99.10+0.6%Stored close · as of Nov 6, 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

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

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 13, 2024 at 10:59 p.m. Central Daylight Time (May 14, 2024 at 5:59 a.m. Central European Summer time). Please read carefully “Information About the Meeting” beginning on page 110 of this proxy statement to ensure that you comply with the requirements for voting and accessing the Annual General Meeting.
Date and Time:	Wednesday, May 15, 2024 at 8:30 a.m. Central Daylight Time (3:30 p.m. Central European Summer Time).
Place:	This year's meeting is a virtual shareholders meeting at www.virtualshareholdermeeting.com/BG2024.
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 15, 2024. Any additional shareholders who are registered in Bunge's share register as of the close of business on April 25, 2024, but who were not registered in the share register as of March 15, 2024, will receive a copy of the proxy materials, including a proxy card, as soon as practicable after April 25, 2024. Shareholders not registered in Bunge's share register as of April 25, 2024, will not be entitled to vote or grant proxies to vote at the 2024 Annual General Meeting. If you are registered as a shareholder in Bunge's share register as of April 25, 2024, 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. Whether or not 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 108 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, 2023	P FOR
	Approval of the Appropriation of Earnings for Fiscal Year 2023	P FOR
	Approval of a Cash Dividend in the Aggregate Amount of U.S. $2.72 Per Outstanding Share Out of Bunge Global SA’s Reserve from Capital Contribution in Four Equal Installments	P FOR
	Discharge of the Members of the Board and of the Executive Management Team from Liability for the Activities During Fiscal 2023	P FOR
	Election of Directors	P FOR EACH NOMINEE

Reelection of the Chair of the Board	P FOR
Reelection of the Members of the Human Resources and Compensation Committee	P FOR EACH NOMINEE
Approval of the 2024 Long-Term Incentive Plan	P FOR
Advisory Vote to Approve Named Executive Officer Compensation Under U.S. Securities Law Requirements	P FOR
Approval of the Compensation of the Board and Executive Management Team Under Swiss Law; Advisory Vote on the Swiss Compensation Report	P FOR EACH PROPOSAL
Advisory Vote on the Swiss Statutory Non-Financial Matter Report	P FOR
Election of the Swiss Statutory Independent Voting Representative	P FOR
Appointment of Independent Auditor for U.S. Securities Law Purposes and Reelection of Statutory Auditor for Swiss Law Purposes	P FOR

Important Notice of Internet Availability of Proxy Materials for the Annual General Meeting to be held on May 15, 2024: The Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available at investors.bunge.com/governance/governance-document and www.ProxyVote.com.

By Order of the Board of Directors

April 5, 2024	Lisa Ware-AlexanderVice President, Deputy General Counsel and Corporate Secretary

Proxy Statement Summary	1
Annual General Meeting Information	1
Proposals and Voting Recommendations for the Annual Meeting	1
Director Nominees	3
Corporate Governance Highlights	5
2023 Financial and Strategic Highlights	6
Sustainability Highlights	7
Executive Compensation Highlights	7
Shareholder Engagement Highlights	8
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, 2023	9
Proposal 2 — Approval of the Appropriation of Earnings for Fiscal Year 2023	10
Proposal 3 — Approval of a Cash Dividend in the Aggregate Amount of U.S. $2.72 Per Outstanding Share Out of Bunge Global SA’s Reserve from Capital Contribution in Four Equal Installments	11
Proposal 4 — Discharge of the Members of the Board and of the Executive Management Team from Liability for the Activities During Fiscal 2023	12
Proposal 5 — Election of Directors	13
Election of Directors	13
Nominees	14
Proposal 6 — Reelection of the Chair of the Board	22
Proposal 7 — Reelection of the Members of the Human Resources and Compensation Committee	23
Corporate Governance	24
Board and Corporate Governance Developments	24
Shareholder Engagement	24
Board Structure and Size	25
Director Selection and Qualifications	26
Board Succession and Tenure	27
Shareholder Recommendations and Director Nominations	27
Board Independence	28
Executive Sessions of Our Board	28
Certain Relationships and Related Transactions	29
Board Leadership Structure	29
Board Meetings and Committees	30
Board and Committee Evaluations	34
Executive Succession Planning and Leadership Development	34
Risk Oversight	35
Corporate Governance Principles and Code of Conduct	38

Bunge | 2024 Proxy Statementi

Communications with Our Board	38
Board Member Attendance at Annual General Meetings	38
Environmental, Social and Governance	39
Human Capital Management	42
Public Policy Engagements	44
Director Compensation	45
Director Compensation Table	47
Share Ownership of Directors, Executive Officers and Principal Shareholders	48
Proposal 8 — Approval of the Bunge 2024 Long-Term Incentive Plan	50
Proposal 9 — Advisory Vote to Approve Named Executive Officer Compensation Under U.S. Securities Law Requirements	57
Compensation Discussion and Analysis	58
Named Executive Officers	58
Commitment to Shareholders	58
Overview	59
Determining Compensation	61
Principal Elements of Our Executive Compensation Program	64
Compensation Governance	75
Compensation and Risk	76
Human Resources and Compensation Committee Report	77
Executive Compensation Tables	78
Pay Ratio Disclosure	87
Pay versus Performance Disclosure	88
Proposal 10 — Approval of the Compensation of the Board and Executive Management Team Under Swiss Law; Advisory Vote on the Swiss Compensation Vote	91
10A. Approval of Maximum Aggregate Compensation of the Board for the Period Between the 2024 Annual General Meeting and the 2025 Annual General Meeting	91
10B. Approval of Maximum Aggregate Compensation of the Executive Management Team for the Fiscal Year 2025	91
10C. Advisory Vote on Swiss Compensation Report	92
Swiss Statutory Compensation Report	94
Proposal 11 — Advisory Vote on the Swiss Statutory Non-Financial Matter Report	102
Proposal 12 — Election of the Swiss Statutory Independent Voting Representative	103
Proposal 13 — Appointment of Independent Auditor for U.S. Securities Law Reporting and Reelection of Statutory Auditor for Swiss Law Purposes	104
General	104

Bunge | 2024 Proxy Statementii

Fees	104
Audit Fees	105
Audit-Related Fees	105
Tax Fees	105
All Other Fees	105
Pre-Approval Policies and Procedures	105
Audit Committee Report	106
Shareholder Proposals for the 2025 Annual General Meeting of Shareholders	107
Information About this Proxy Statement and Meeting	108
Information About the Meeting	110
Information About Voting	113
Solicitation of Proxies	115
United States Securities and Exchange Commission Reports	116
Other Matters	116
Appendix A — Reconciliation of Non-GAAP Financial Measures	A-1
Appendix B — Bunge 2024 Long-Term Incentive Plan	B-1
Appendix C — Swiss Statutory Non-Financial Matters	C-1

Bunge | 2024 Proxy Statementiii

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.