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Bunge Global SA

For the period ended May 15, 2025. Filed Apr 4, 2025.

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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, 2025 · Filed Apr 4, 2025

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:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting 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

2024 was a year of significant transition and strategic progress for Bunge, marked by both achievements and challenges as we navigated a complex global environment.

Thanks to the dedication of our employees, Bunge made important strides in positioning the company for the long-term. We are in the final stages of regulatory approval for our transformative combination with Viterra which will create a leading global agribusiness company with an enhanced global footprint and diversified portfolio, and better position Bunge to serve farmers and consumers worldwide. Upon close, we will onboard four new board members who are being recommended for nomination in this proxy statement pursuant to shareholder agreements which will be executed at close. Ms. Jensen and Mr. Isman are being nominated by CPP Investments, and Messrs. Mahoney and Walt are being nominated by Glencore, and each of these director nominees received overwhelming shareholder support at the 2024 Annual General Meeting. We are also nominating Linda Jojo as a director, and she brings valuable technology, cybersecurity and innovation expertise to our Board. We are confident that the proposed slate of directors has the skills and leadership capabilities required to govern through this transformative time and to create a premier agribusiness solutions company. Sheila Bair, Bernardo Hees and Michael Kobori have chosen not to stand for re-election and will be retiring from the Board at the Annual General Meeting. We look forward to the future with our new directors and thank our retiring directors for their dedication and years of service to Bunge and the Board.

We are also in the final stages of regulatory approval for our acquisition of CJ Selecta, a key player in the Brazilian soy protein market, which will further strengthen our position in this important growth region. We also recently closed on our strategic partnership with Repsol to develop and supply lower-carbon intensity feedstocks for the European market.

In addition, the Board continues to support investments in Bunge’s existing assets. With our partner, Chevron, we are progressing on a new oilseed processing plant adjacent to the existing processing facility located on the Gulf Coast in Destrehan, Louisiana. We are expanding our most recent U.S. acquisition, the tropical and specialty oils facility in Avondale, Louisiana, just a year after we purchased the facility. And construction is going well on the state-of-

the-art soy protein concentrate plant in Morristown, Indiana.

As part of Bunge’s continued commitment to portfolio optimization, we completed the sale of our ownership in the Brazilian sugar and bioenergy joint venture to bp. In 2024 the Board approved the use of $500 million in sale proceeds for share repurchases, and we returned nearly $1.5 billion to shareholders through repurchases and dividends.

The team performed well in 2024 even as the market environment was more challenging than we have seen in recent years. We felt the impact of weaker oilseed processing margins for the industry, particularly in South America, and later in the year, we saw a declining margin environment in North America.

As we look ahead, the macroeconomic environment is uncertain. Geopolitical challenges, trade disruptions, and biofuel policy uncertainty will require the team’s continued attention. Our team stands ready to navigate this complex landscape and deliver value for our shareholders. In addition, they are more than ready for the close of the Viterra transaction so we can move from integration planning to execution. Throughout the process, teams from both companies have worked well together planning for a new organization that will have the talent and capabilities to provide sustainable solutions for pressing issues such as food security and innovative low carbon solutions.

This is a pivotal moment in Bunge’s 200+ year history. Thriving for more than two centuries has required a culture that is focused and driven, and that same passion in the 23,000 employees make Bunge the great company it is today. That spirit will ensure Bunge continues to deliver on its purpose – to connect farmers to consumers to deliver essential food, feed and fuel to the world.

On behalf of the Board of Directors and the entire team, thank you for your support and investment in Bunge.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Date and Time:Thursday, May 15, 2025 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/BG2025.
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, 2025 at 10:59 p.m. Central Daylight Time (May 14, 2025 at 5:59 a.m. Central European Summer time). Please read carefully “Information About the Meeting” beginning on page 99 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 14, 2025. Any additional shareholders who are registered in Bunge's share register as of the close of business on April 25, 2025, but who were not registered in the share register as of March 14, 2025, will receive a copy of the proxy materials, including a proxy card, as soon as practicable after April 25, 2025. Shareholders not registered in Bunge's share register as of April 25, 2025, will not be entitled to vote or grant proxies to vote at the 2025 Annual General Meeting. If you are registered as a shareholder in Bunge's share register as of April 25, 2025, 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 97 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 ProposalsBoard 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, 2024P FOR
Approval of the Appropriation of the Accumulated Loss for Fiscal Year 2024P FOR
Approval of a Cash Dividend in the Aggregate Amount of U.S. $2.80 Per Outstanding Share Out of Bunge Global SA’s Reserve from Capital Contributions in Four Equal InstallmentsP FOR
Discharge of the Members of the Board and of the Executive Management Team from Liability for the Activities During Fiscal Year 2024P FOR
Election of DirectorsP FOR EACH NOMINEE
Reelection of the Chair of the BoardP FOR
Reelection of two Members of the Human Resources and Compensation Committee and Election of Two New MembersP FOR EACH NOMINEE
Advisory Vote to Approve Named Executive Officer Compensation Under U.S. Securities Law RequirementsP FOR
Approval of the Compensation of the Board and Executive Management Team Under Swiss Law; Advisory Vote on the Swiss Compensation ReportP FOR EACH PROPOSAL
Advisory Vote on the Swiss Statutory Non-Financial Matter ReportP FOR
Election of the Swiss Statutory Independent Voting RepresentativeP FOR
Appointment of Independent Auditor for U.S. Securities Law Requirements and Reelection of Statutory Auditor for Swiss Law RequirementsP FOR

Important Notice of Internet Availability of Proxy Materials for the Annual General Meeting to be held on May 15, 2025: The Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at investors.bunge.com/governance/governance-document and www.ProxyVote.com.

By Order of the Board of Directors

April 4, 2025Lisa Ware-AlexanderVice President, Deputy General Counsel and Corporate Secretary
Proxy Statement Summary1
Annual General Meeting Information1
Proposals and Voting Recommendations for the Annual Meeting1
Director Nominees3
Corporate Governance Highlights5
2024 Financial and Strategic Highlights6
Sustainability Highlights7
Executive Compensation Highlights7
Shareholder Engagement Highlights8
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, 20249
Proposal 2 — Approval of the Appropriation of the Accumulated Loss for Fiscal Year 202410
Proposal 3 — Approval of a Cash Dividend in the Aggregate Amount of U.S. $2.80 Per Outstanding Share Out of Bunge Global SA’s Reserve from Capital Contributions in Four Equal Installments11
Proposal 4 — Discharge of the Members of the Board and of the Executive Management Team from Liability for the Activities During Fiscal Year 202412
Proposal 5 — Election of Directors13
Election of Directors13
Nominees14
Proposal 6 — Reelection of the Chair of the Board21
Proposal 7 — Reelection of Two Members of the Human Resources and Compensation Committee and Election of Two New Members22
Corporate Governance23
Board and Corporate Governance Developments23
Shareholder Engagement23
Board Structure and Size24
Director Selection and Qualifications24
Board Succession and Tenure25
Shareholder Recommendations and Director Nominations25
Board Independence26
Executive Sessions of Our Board27
Certain Relationships and Related Transactions27
Board Leadership Structure27
Board Meetings and Committees28
Board and Committee Evaluations32
Executive Succession Planning and Leadership Development32

Bunge | 2025 Proxy Statementi

Risk Oversight33
Corporate Governance Principles and Code of Conduct35
Communications with Our Board35
Board Member Attendance at Annual General Meetings36
Sustainability36
Human Capital Management39
Public Policy Engagements40
Director Compensation41
Director Compensation Table42
Share Ownership of Directors, Executive Officers and Principal Shareholders43
Proposal 8 — Advisory Vote to Approve Named Executive Officer Compensation Under U.S. Securities Law Requirements45
Compensation Discussion and Analysis46
Commitment to Shareholders46
Overview47
Determining Compensation49
Principal Elements of Our Executive Compensation Program51
Compensation Governance63
Compensation and Risk65
Human Resources and Compensation Committee Report66
Executive Compensation Tables67
Pay Ratio Disclosure74
Pay Versus Performance Disclosure75
Proposal 9 — Approval of the Compensation of the Board and Executive Management Team Under Swiss Law; Advisory Vote on the Swiss Statutory Compensation Report78
9A. Approval of Maximum Aggregate Compensation of the Board for the Period Between the 2025 Annual General Meeting and the 2026 Annual General Meeting78
9B. Approval of Maximum Aggregate Compensation of the Executive Management Team for the Fiscal Year 202678
9C. Advisory Vote on Swiss Compensation Report79
Swiss Statutory Compensation Report81
Proposal 10 — Advisory Vote on the Swiss Statutory Non-Financial Matter Report91
Proposal 11 — Election of the Swiss Statutory Independent Voting Representative92
Proposal 12 — Appointment of Independent Auditor for U.S. Securities Law Requirements and Reelection of Statutory Auditor for Swiss Law Requirements93
General93
Fees93

Bunge | 2025 Proxy Statementii

Audit Fees94
Audit-Related Fees94
Tax Fees94
All Other Fees94
Pre-Approval Policies and Procedures94
Audit Committee Report95
Shareholder Proposals for the 2025 Annual General Meeting of Shareholders96
Information About this Proxy Statement and Meeting97
Information About the Meeting99
Information About Voting102
Solicitation of Proxies104
United States Securities and Exchange Commission Reports105
Other Matters105
Appendix A — Reconciliation of Non-GAAP Financial MeasuresA-1
Appendix B — Swiss Statutory Non-Financial MatterB-1

Bunge | 2025 Proxy Statementiii

ContentsView on SEC.gov

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