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):

May 8, 2019

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $0.01 par value per share	BG	New York Stock Exchange

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

New Operating Model and Business Leadership Structure

On May 8, 2019, in connection with the announcement of a new global operating model, Bunge Limited (the “Company”) announced a new business leadership structure resulting in the following changes affecting the Company’s named executive officers:

Mr. Raul Padilla, President, South America and Sugar & Bioenergy, was appointed President, Global Operations, effective May 8, 2019. In this role, he will manage all physical handling and processing assets, with particular focus on the Company’s processing value chains, including Milling. He will also continue to lead the Company’s Sugar & Bioenergy operations.

Mr. Gordon Hardie, President, Food and Ingredients, is stepping down from his current position, effective May 8, 2019, and will leave the Company in 2019 after a transition period. In connection with Mr. Hardie’s separation from the Company, he will be entitled to receive the severance compensation and benefits provided under his employment offer letter, dated June 14, 2011 (which was previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2011).

A copy of the press release announcing the new operating model and leadership changes described above is attached hereto as Exhibit 99.1.

Appointment of Chief Financial Officer

On May 8, 2019, the Company also announced that John W. Neppl has been appointed Executive Vice President, Chief Financial Officer of the Company, effective May 29, 2019.

Mr. Neppl will succeed Thomas M. Boehlert, who has served in the position since 2017. Mr. Boehlert will remain with the Company for a transition period following the effective date of Mr. Neppl’s appointment.In connection with Mr. Boehlert’s separation from the Company, he will be entitled to receive the severance compensation and benefits provided under his employment offer letter, dated December 7, 2016 (which was previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed on February 28, 2017) and vesting of equity awards in accordance with the terms of the applicable award agreements.

Mr. Neppl joins the Company from Green Plains Inc., where he has served as Chief Financial Officer since 2017. Green Plains is a diversified commodity processing business with operations related to ethanol production, grain handling and storage, cattle feeding, and commodity marketing and logistics services. Prior to Green Plains, Mr. Neppl was a partner at Flatwater Partners from 2016 to 2017. Prior to that, he served as Chief Financial Officer of The Gavilon Group, LLC from 2008 to 2016 and previously held senior financial roles at ConAgra Foods, Inc.

Mr. Neppl has entered into an employment offer letter with the Company which provides for the following compensation arrangements: (i) initial base salary of $700,000, subject to periodic review and adjustment in accordance with the Company’s policies and practices; (ii) target cash bonus opportunity under the Company’s annual incentive program of 100% of his base salary, prorated for 2019, with a maximum opportunity of 240% of the target opportunity, payable at the discretion of the Compensation Committee of the Board and subject to the achievement of the applicable performance goals and objectives; and (iii) he will be eligible to participate in the Company’s long-term equity incentive program and receive an initial long-term incentive award with a fair market value of $2,000,000 under the

program in March 2020. Mr. Neppl will also participate in the Company’s employee benefit and retirement programs for similarly situated senior executives, as further described in the Company’s 2019 Proxy Statement.

In connection with joining the Company, Mr. Neppl will also receive (i) a one-time grant of 9,000 performance-based restricted stock units which will vest based on the achievement of specified Company performance goals and objectives following the completion of a performance period ending December 31, 2021, on substantially similar terms as the performance-based restricted stock units previously granted to executive officers of the Company for the performance period; (ii) a one-time equity award of 14,000 restricted stock units vesting in three equal annual installments beginning on June 1, 2020; (iii) a one-time signing bonus of $500,000; provided, that if Mr. Neppl resigns his employment or the Company terminates his employment for “Cause” (as defined in the employment offer letter) prior to May 29, 2021, he will repay the Company a pro rata amount based on the number of months worked during the first 24 months; and (iv) relocation benefits, including payment or reimbursement of temporary accommodation expenses.

If Mr. Neppl is involuntarily terminated without Cause or resigns for Good Reason (as defined in the employment offer letter), 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. 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 a lump sum payment equal to (i) 24 months of his then current base salary and (ii) two times his annual target bonus for the year in which the termination occurs. Additionally, he will be entitled to accelerated vesting of all outstanding equity awards, with unvested performance-based awards vesting pro rata (based on his employment during the relevant performance period) at the greater of (i) actual performance attained or (ii) target levels with respect to performance goals and other vesting criteria. Mr. Neppl will be subject to the Company’s standard non-competition, non-solicitation and confidentiality covenants.

There are nofamily relationships between Mr. Neppl and any director or executive officer of the Company or anytransactions in which Mr. Neppl has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The description of Mr. Neppl's compensation arrangements contained herein is qualified in its entirety by reference to the full text of the employment offer letter between him and the Company, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2019. A copy of the press release announcing Mr. Neppl’s appointment was furnished as Exhibit 99.1 to a separate Current Report on Form 8-K filed with the SEC on May 8, 2019.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit

99.1 Press Release issued by Bunge Limited on May 8, 2019.

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: May 8, 2019	By:	/s/ Carla L. Heiss
		Name: Carla L. Heiss
		Title: Deputy General Counsel and Secretary

EX-99.1

Exhibit 99.1

Investor Contact:	Ruth Ann Wisener
	Bunge Limited
	914-684-3273
	ruthann.wisener@bunge.com
Media Contact:	Bunge News Bureau
	Bunge Limited
	914-659-9209
	news@bunge.com

Bunge Introduces New Global Operating Model and

Business Leadership Structure

WHITE PLAINS, NY – May 8, 2019 – Bunge Limited (NYSE: BG), a leader in agriculture, food and ingredients, today announced a new, global operating model, aligned with the company’s commercial activities: handling and processing, managing physical product flows, and risk management and optimization.

“Shifting away from our regional, matrix-based structure will simplify the organization and speed up decision making, increasing our strategic flexibility, customer focus and accountability,” said Bunge Chief Executive Officer Gregory A. Heckman. “These changes support our strategic priorities: driving operational performance, optimizing the portfolio and strengthening financial discipline.”

As a result of the realignment, Bunge is making the following changes to its senior leadership team, with immediate effect.

Agribusiness will be organized under three of the company’s most experienced executives to better leverage their skills and capabilities. They will work closely together to manage these operations and capitalize on the opportunities offered by the company’s physical, financial, and information flows.

• Raul Padilla, President, South America and Sugar & Bioenergy, becomes President, Global Operations. In this role, Raul will manage all physical handling and processing assets, with particular focus on the processing value chains, including Milling. He will continue to lead Sugar & Bioenergy.

• Christos Dimopoulos, President, Agribusiness, becomes President, Global Supply Chains. In this role, he will lead the physical commodity supply chains that support

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Exhibit 99.1

Bunge’s handling and processing assets. He will also be responsible for trade flows, freight and distribution, serving Bunge and other customers.

• Brian Zachman, President, Global Risk Management, continues in this role, working to improve returns while reducing volatility across the company.

Bunge remains committed to growing its Food & Ingredients business through new product development and continued capture of synergies from the Loders Croklaan acquisition. To help achieve this goal, Aaron Buettner, Senior Vice President of Bunge Loders Croklaan, will continue in his current role and will now report directly to Mr. Heckman. Specialty oils are the highest value products in Bunge’s portfolio, and the unit will benefit from this additional management focus and oversight.

Pierre Mauger, President, Europe and Asia, will transition to the role of Chief Transformation Officer, responsible for portfolio optimization and strategy, building on his prior experience as Bunge’s Chief Development Officer. Todd Bastean, President, North America, and Gordon Hardie, President, Food & Ingredients, will both retire from Bunge after a transition period.

“I want to thank Todd and Gordon for their many contributions and dedication to Bunge,” Mr. Heckman said. “We appreciate their support in ensuring a seamless transition for customers and employees.”

“We are fortunate to have talented leaders with proven track records,” Mr. Heckman continued. “I look forward to working with them as we continue to position Bunge for the future.”

About Bunge Limited

Bunge (www.bunge.com, NYSE: BG) is a world leader in sourcing, processing and supplying oilseed and grain products and ingredients. Founded in 1818, Bunge’s expansive network feeds and fuels a growing world, creating sustainable products and opportunities for more than 70,000 farmers and the consumers they serve in over 60 countries. The company is headquartered in New York and has 31,000 employees worldwide who stand behind more than 360 port terminals, oilseed processing plants, grain silos, and food and ingredient production and packaging facilities around the world.

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-

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Exhibit 99.1

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.

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 cause actual results to differ from these forward-looking statements: the outcome and effects of our Board’s strategic review; our ability to attract and retain executive management and key personnel; 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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