Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 4, 2022, the Human Resources and Compensation Committee (the
"Compensation Committee") of the Bunge Limited ("Bunge" or the "Company") Board
of Directors, following the Compensation Committee's periodic review of
compensation arrangements, approved the adoption of an executive severance plan
("ESP"), which harmonizes the terms of various existing contracts and letter
agreements. Under the ESP executive officers, including our Chief Executive
Officer and named executive officers, are entitled to benefits in the event of
their termination of employment by us other than for cause or by them for good
reason, including after a change in control. Benefits under the ESP replace and
supersede any individual benefits to which participants were entitled under
existing contracts and letter agreements entered into at various times. Change
in control severance amounts under the plan are equal to 2x the executive's base
and bonus amounts and 1x such amounts in other events (except that Mr. Heckman's
severance benefit is 2x in either circumstance). If termination occurs after a
change in control, time-based equity awards accelerate as do performance equity
awards (at greater of target and actual performance levels as measured through
the most recent fiscal quarter). Executives receiving benefits become subject to
noncompetition, confidentiality and other restrictive covenants but receive
reimbursement for COBRA and some additional benefits. No executive officer has a
single-trigger severance right or is entitled to tax gross-ups.
The above description is a summary of the terms of the ESP and is subject to and
qualified in its entirety by the terms of the ESP Agreement, a copy of which
will be filed as an exhibit to the Company's Form 10-Q for the quarter ending
June 30, 2022.
Item 8.01 - Other Events
On May 2, 2022, Bunge announced that Bunge North America, Inc., its wholly-owned
subsidiary, completed a transaction with Chevron U.S.A. Inc., a subsidiary of
Chevron Corporation ("Chevron"), to create a joint venture, Bunge Chevron Ag
Renewables LLC (the "Joint Venture").
Item 9.01 - Financial Statements and Exhibits
(d): Exhibits.
Exhibit No. Description
99.1 Press Release announcing creation of the Joint Venture, dated May 2, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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