8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

December 9, 2018

BUNGE LIMITED
(Exact Name of Registrant as Specified in its Charter)
Bermuda
(State of Incorporation)
001-16625	98-0231912
(Commission File Number)	(IRS Employer Identification Number)
50 Main Street
White Plains, New York	10606
(Address of principal executive offices)	(Zip Code)

(914) 684-2800

(Registrant’s telephone number, including area code)

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:

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐   

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

On December 10, 2018, Bunge Limited (the “Company”) announced that Soren Schroder will step down from his position as Chief Executive Officer of the Company.  Mr. Schroder will remain as Chief Executive Officer as the Board of Directors (the “Board”) conducts a search for Mr. Schroder’s replacement.  It is expected that Mr. Schroder will continue to serve as a member of the Company’s Board for the remainder of his current term as a director or, if earlier, until his successor is appointed, and as an employee up to June 30, 2019 to assist with the orderly transition of his responsibilities.

In connection with his separation, the Company and Mr. Schroder entered into a Separation Agreement, dated as of December 13, 2019 (the “Separation Agreement”).  Pursuant to the terms of the Separation Agreement, Mr. Schroder will receive the severance compensation and benefits provided under and on terms substantially consistent with his current employment agreement.

In addition, under the terms of the Separation Agreement and subject to Mr. Schroder’s continued employment with the Company through June 30, 2019, or earlier if his employment is terminated (x) by the Company without cause, (y) as a result of death or disability or (z) due to his resignation for good reason (such date, the “Effective Date”), Mr. Schroder will (i) receive a transition bonus of $3,000,000, paid in equal monthly installments over the 24-month period following the Effective Date, (ii) consistent with his employment agreement, receive full vesting of his outstanding equity-based compensation and (iii) have any performance-based restricted stock unit awards outstanding that have performance periods beyond December 31, 2018  settle following the Effective Date based on performance through December 31, 2018.

The Separation Agreement further provides that Mr. Schroder will continue to participate in the Company’s benefit plans and receive his base salary through his date of separation and for his continued service until the Effective Date will be eligible to receive (i) an annual bonus, based on the pro-rated service period and achievement against targets, to be paid when annual bonuses are paid to similarly situated executives and (ii) a prorated annual equity grant of stock options and performance-based restricted stock units with a total grant date fair market value of $2,835,000 for the 2019 fiscal year, the performance-based restricted stock unit portion of which will be settled at the end of the performance period at the same time as other similarly situated executives.

The foregoing description of the terms of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10−K for the fiscal year ending December 31, 2018.

Item 8.01 Other Events

On December 9, 2018, the Board appointed Kathleen Hyle, who has served on the Board since 2012, as non executive Chair of the Board, effective as of such date.  She succeeds L. Patrick Lupo, who has served on the Board since 2006 and as non executive Chair since 2014.  Mr. Lupo will remain a director of the Company.

On December 10, 2018, the Company issued a news release, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference, announcing the matters described in Item 5.02 and this Item 8.01 of this Current Report.

Item 9.01 Financial Statements and Exhibits

(d)     Exhibits

 Exhibit No.          Description

99.1          Press Release, dated December 10, 2018

SIGNATURES

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.

	BUNGE LIMITED
Dated:  December 13, 2018	By:	/s/ Carla L. Heiss
		Name:  Carla L. Heiss
		Title:    Deputy General Counsel and Secretary

EX-99.1

Investor Contact:	Mark Haden
	Bunge Limited
	914-684-3398
	mark.haden@bunge.com
Media Contact:	Bunge News Bureau
	Bunge Limited
	917-373-6465
	news@bunge.com

Bunge Announces Leadership Transition

Soren Schroder to Step Down as CEO

Kathleen Hyle Assumes Role of Non-Executive Chair

WHITE PLAINS, NY – December 10, 2018 – Bunge Limited (NYSE: BG), a leader in agriculture, food and ingredients, today announced that its Chief Executive Officer Soren Schroder will step down. To ensure a smooth leadership transition, Mr. Schroder, who has served as CEO since 2013, will continue in his current role until a successor is named. The Board has established a search committee to identify the company’s next CEO.

In addition, Kathleen Hyle, who has served on Bunge’s Board of Directors since 2012, will become Chair of the Board, effective immediately. L. Patrick Lupo, who has served on Bunge’s Board since 2006 and in the role of Chairman since 2014, will remain a board member. Ms. Hyle will serve on the CEO search committee, along with board members Paul Fribourg, J. Erik Fyrwald and Mark Zenuk.

“It has been an honor to serve as Bunge’s CEO,” said Soren Schroder. “We are making solid progress, and it is the right time to turn over the leadership reins. The company has a strong legacy and an exciting future ahead.”

Mr. Schroder, 57, joined Bunge in 2000 and has held a variety of agribusiness leadership roles, including CEO of Bunge North America. His tenure has included a significant strengthening of Bunge’s core activities in agribusiness and growth in food and ingredients, notably with the recent acquisition of Loders Croklaan. Mr. Schroder has focused on creating a simpler, more efficient organization, establishing a series of global partnerships, building a first-class team and increasing Bunge’s focus on customers.

“I am very pleased to become Chair of Bunge’s Board of Directors,” said Kathleen Hyle, Chair, Bunge Limited. “The company is well positioned for long-term growth with the strong foundation that has been established under Soren’s leadership. We have a world-class global position in agribusiness and food and ingredients, and, with our excellent management team, we will continue to strengthen and evolve our business. I want to thank Pat for his tremendous contributions to Bunge over the course of many years and his leadership as Board Chairman.”

Ms. Hyle, 60, has served as the head of the Audit Committee for the Bunge Board of Directors for the past five years. She has also served as Senior Vice President of Constellation Energy and COO of Constellation Energy Resources from 2008 until her retirement in 2012, when Constellation completed its merger with Exelon Corp. Ms. Hyle joined the company in 2003, and served in a variety of senior-level finance and operations positions, including as Chief Financial Officer of Constellation New Energy, Inc.

Previously, Ms. Hyle served as CFO of ANC Rental Corp., the parent company of Alamo Rent-A-Car and National Rent-A-Car; Vice President and Treasurer of Auto Nation, Inc.; and Vice President and Treasurer of The Black & Decker Corp. Ms. Hyle is currently a Director of AmerisourceBergen Corporation and is a former Director of The ADT Corporation.

Website Information

We routinely post important information for investors on our website, www.bunge.com, in the “Investors” section. We may use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.

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 32,000 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.

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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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