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
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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
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 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, 2024 | P FOR | |
| Approval of the Appropriation of the Accumulated Loss for Fiscal Year 2024 | P 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 Installments | P FOR | |
| Discharge of the Members of the Board and of the Executive Management Team from Liability for the Activities During Fiscal Year 2024 | P FOR | |
| Election of Directors | P FOR EACH NOMINEE | |
| Reelection of the Chair of the Board | P FOR |
| Reelection of two Members of the Human Resources and Compensation Committee and Election of Two New Members | P FOR EACH NOMINEE |
| 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 Requirements and Reelection of Statutory Auditor for Swiss Law Requirements | P 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, 2025 | 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 |
| 2024 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, 2024 | 9 |
| Proposal 2 — Approval of the Appropriation of the Accumulated Loss for Fiscal Year 2024 | 10 |
| 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 Installments | 11 |
| Proposal 4 — Discharge of the Members of the Board and of the Executive Management Team from Liability for the Activities During Fiscal Year 2024 | 12 |
| Proposal 5 — Election of Directors | 13 |
| Election of Directors | 13 |
| Nominees | 14 |
| Proposal 6 — Reelection of the Chair of the Board | 21 |
| Proposal 7 — Reelection of Two Members of the Human Resources and Compensation Committee and Election of Two New Members | 22 |
| Corporate Governance | 23 |
| Board and Corporate Governance Developments | 23 |
| Shareholder Engagement | 23 |
| Board Structure and Size | 24 |
| Director Selection and Qualifications | 24 |
| Board Succession and Tenure | 25 |
| Shareholder Recommendations and Director Nominations | 25 |
| Board Independence | 26 |
| Executive Sessions of Our Board | 27 |
| Certain Relationships and Related Transactions | 27 |
| Board Leadership Structure | 27 |
| Board Meetings and Committees | 28 |
| Board and Committee Evaluations | 32 |
| Executive Succession Planning and Leadership Development | 32 |
Bunge | 2025 Proxy Statementi
| Risk Oversight | 33 |
|---|---|
| Corporate Governance Principles and Code of Conduct | 35 |
| Communications with Our Board | 35 |
| Board Member Attendance at Annual General Meetings | 36 |
| Sustainability | 36 |
| Human Capital Management | 39 |
| Public Policy Engagements | 40 |
| Director Compensation | 41 |
| Director Compensation Table | 42 |
| 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 | 51 |
| Compensation Governance | 63 |
| Compensation and Risk | 65 |
| Human Resources and Compensation Committee Report | 66 |
| Executive Compensation Tables | 67 |
| Pay Ratio Disclosure | 74 |
| Pay Versus Performance Disclosure | 75 |
| Proposal 9 — Approval of the Compensation of the Board and Executive Management Team Under Swiss Law; Advisory Vote on the Swiss Statutory Compensation Report | 78 |
| 9A. Approval of Maximum Aggregate Compensation of the Board for the Period Between the 2025 Annual General Meeting and the 2026 Annual General Meeting | 78 |
| 9B. Approval of Maximum Aggregate Compensation of the Executive Management Team for the Fiscal Year 2026 | 78 |
| 9C. Advisory Vote on Swiss Compensation Report | 79 |
| Swiss Statutory Compensation Report | 81 |
| Proposal 10 — Advisory Vote on the Swiss Statutory Non-Financial Matter Report | 91 |
| Proposal 11 — Election of the Swiss Statutory Independent Voting Representative | 92 |
| Proposal 12 — Appointment of Independent Auditor for U.S. Securities Law Requirements and Reelection of Statutory Auditor for Swiss Law Requirements | 93 |
| General | 93 |
| Fees | 93 |
Bunge | 2025 Proxy Statementii
| Audit Fees | 94 |
|---|---|
| Audit-Related Fees | 94 |
| Tax Fees | 94 |
| All Other Fees | 94 |
| Pre-Approval Policies and Procedures | 94 |
| Audit Committee Report | 95 |
| Shareholder Proposals for the 2025 Annual General Meeting of Shareholders | 96 |
| Information About this Proxy Statement and Meeting | 97 |
| Information About the Meeting | 99 |
| Information About Voting | 102 |
| Solicitation of Proxies | 104 |
| United States Securities and Exchange Commission Reports | 105 |
| Other Matters | 105 |
| Appendix A — Reconciliation of Non-GAAP Financial Measures | A-1 |
| Appendix B — Swiss Statutory Non-Financial Matter | B-1 |
Bunge | 2025 Proxy Statementiii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.