8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2016

BUNGE LIMITED

(Exact name of Registrant as specified in its charter)

Bermuda(State or other jurisdictionof incorporation) 001-16625(Commission File Number) 98-0231912(I.R.S. EmployerIdentification Number)

50 Main StreetWhite Plains, New York(Address of principal executive offices) 10606(Zip code)

(914) 684-2800(Registrant’s telephone number, including area code)

N.A.(Former name or former address, if changes since last report)

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 (see General Instruction A.2. below):

☐ 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 8, 2016, Bunge Limited (the “Company”) issued a press release announcing the appointment of Thomas M. Boehlert as Chief Financial Officer of the Company, effective January 1, 2017. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein.

Mr. Boehlert, 57, was Chief Executive Officer, President and a Director of First Nickel Inc. from 2011 to 2015.  Prior to that, he was Chief Financial Officer for Kinross Gold Corporation from 2006 to 2011 and served as Chief Financial Officer for several energy companies, including Texas Genco, Direct Energy and Sithe Energies, Inc. Previously, Mr. Boehlert spent 14 years in investment banking with Credit Suisse, where his focus was on the electric power, natural resources and infrastructure sectors, and where he built and headed the firm’s London-based project finance business covering Europe, Africa and the Middle East.  He started his career as an auditor at a KPMG predecessor firm in 1983.

Mr. Boehlert has entered into an employment offer letter pursuant to which he will receive a base salary of $680,000, subject to periodic review and adjustment in accordance with the Company’s policies and practices.  He will be eligible for an annual cash bonus under the Company’s annual incentive plan with a target amount of 100% of his base salary and a maximum payout opportunity of 250% of his base salary.  The actual amount of the annual bonus will be determined based upon the achievement of pre-determined Company financial and individual performance goals.   He will also be eligible to participate in the Company’s long-term equity-based incentive program, benefits and perquisites generally applicable to executive officers of the Company.  For 2017, the target aggregate value of his equity award under the Company’s long-term equity-based incentive plan will be $1,800,000.

In connection with joining the Company, Mr. Boehlert will receive a grant of 8,500 performance-based restricted stock units which will vest based on the achievement of specified Company financial measures following the completion of a performance period ending December 31, 2018, on substantially similar terms as the performance-based restricted stock units previously granted to executive officers of the Company for the performance period.  Mr. Boehlert will also receive a payment of $30,000 to cover transition expenses.  In the event Mr. Boehlert’s employment is terminated by the Company for cause or by Mr. Boehlert without good reason before he completes a year of service, Mr. Boehlert will be required to repay the transition expenses payment in full.

If Mr. Boehlert is involuntarily terminated without cause or resigns for good reason, subject to the execution of a general release, he will be eligible to receive a (i) lump sum payment equal to one year of his then current base salary, plus his target annual incentive award and (ii) a pro rata payment of his annual incentive award for the year of termination based on the actual results achieved for the performance period.  Mr. Boehlert is also eligible for a pro rata payment of his annual incentive award in the event of his termination due to death or disability.  Additionally, if he is involuntarily terminated without cause or resigns for good reason on or before the second anniversary of a change of control of the Company, he will be entitled to receive accelerated vesting of all outstanding equity awards (vesting of any performance awards will be on a pro-rata basis).  Mr. Boehlert will be subject to the Company’s standard non-competition, non-solicitation and confidentiality covenants.

There are no family relationships between Mr. Boehlert and any director or executive officer of the Company or any transactions in which Mr. Boehlert has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated December 8, 2016

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.

Dated: December 8, 2016

BUNGE LIMITED
By:	/s/ Carla L. Heiss
	Name:	Carla L. Heiss
	Title:	Deputy General Counsel,Chief Compliance Officer and Secretary

EXHIBITS

Exhibit No.	Description
99.1	Press Release, dated December 8, 2016

EX-99.1

Exhibit 99.1

Investor Contact:	Mark Haden
	Bunge Limited
	914-684-3398
	mark.haden@bunge.com
Media Contact:	Susan Burns
	Bunge Limited
	914-684-3246
	susan.burns@bunge.com

Bunge Limited Appoints Thomas Boehlert as Chief Financial Officer

WHITE PLAINS, NY – December 8, 2016 – Bunge Limited (NYSE: BG) today announced the appointment of Thomas Boehlert as EVP - Chief Financial Officer, effective January 1, 2017. He succeeds Drew Burke, who is retiring, and will report directly to Soren Schroder, the company’s Chief Executive Officer.
“We are delighted to have Thom join Bunge,” said Schroder. “He is a seasoned CFO with deep knowledge of global commodity markets and a proven track record of driving effective portfolio management and cost initiatives. The combination of his skills, pragmatic approach and public company experience will be a tremendous asset to Bunge.”
“I’m eager to join the Bunge team and help build on its successes,” said Boehlert. “I look forward to supporting the company’s growth plans and efficiency efforts.”
Boehlert was Chief Executive Officer, President and a Director of First Nickel Inc. from 2011-2015. Prior to that, he was Chief Financial Officer for Kinross Gold Corporation, a global mining company, and served as Chief Financial Officer for several energy companies including Texas Genco, Direct Energy and Sithe Energies, Inc. Previously, Boehlert spent 14 years in investment banking with Credit Suisse, where his focus was on the electric power, natural resources and infrastructure sectors, and where he built and headed the firm’s London-based project finance business covering Europe, Africa and the Middle East. He started his career as an auditor at a KPMG predecessor firm in 1983. Boehlert is a Certified Public Accountant and holds a B.A. in Accounting from Indiana University and an M.B.A. in Finance from New York University.

About Bunge Limited

Bunge Limited (www.bunge.com, NYSE: BG) is a leading global agribusiness and food company operating in over 40 countries with approximately 35,000 employees.  Bunge buys, sells, stores and transports oilseeds and grains to serve customers worldwide; processes oilseeds to make protein meal for animal feed and edible oil products for commercial customers and consumers; produces sugar and ethanol from sugarcane; mills wheat, corn and rice to make ingredients used by food companies; and sells fertilizer in South America.  Founded in 1818, the company is headquartered in White Plains, New York.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains both historical and forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

These forward-looking statements are not based on historical facts, but rather reflect our current expectations and projections about our future results, performance, prospects and opportunities. We have tried to identify these forward-looking statements by using words including “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “plan,” “intend,” “estimate,” “continue” and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. The following important factors, among others, could affect our business and financial performance: industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products used in our business; fluctuations in energy and freight costs and competitive developments in our industries; the effects of weather conditions and the outbreak of crop and animal disease on our business; global and regional agricultural, economic, financial and commodities market, political, social and health conditions; the outcome of pending regulatory and legal proceedings; our ability to complete, integrate and benefit from acquisitions, dispositions, joint ventures and strategic alliances; our ability to achieve the efficiencies, savings and other benefits anticipated from our cost reduction, margin improvement and other business optimization initiatives; changes in government policies, laws and regulations affecting our business, including agricultural and trade policies, tax regulations and biofuels legislation; and other factors affecting our business generally. The forward-looking statements included in this release are made only as of the date of this release, and except as otherwise required by federal securities law, we do not have any obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

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