Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As described below under Item 5.07, at the 2021 Annual General Meeting of Shareholders (the "Annual General Meeting") ofBunge Limited (the "Company") held onMay 5, 2021 , the Company's shareholders approved an amendment to the Company's 2017 Non-Employee Directors Equity Incentive Plan to increase the number of authorized shares by 200,000 shares. This amendment is further described under "Proposal 4 - Amendment to theBunge Limited 2017 Non-Employee Directors Equity Incentive Plan to increase the number of authorized shares by 200,000 shares" in the Company's proxy statement filed with theU.S. Securities and Exchange Commission onMarch 23, 2021 (the "Proxy Statement"), which description is incorporated herein by reference pursuant to General Instruction B.3 of Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual General Meeting, shareholders elected the Company's director nominees, approved the advisory vote on executive compensation, approved the appointment ofDeloitte & Touche LLP as the Company's independent auditor for the fiscal year endingDecember 31, 2021 and authorized the audit committee of the Board of Directors to determine the independent auditors' fees, approved an amendment to theBunge Limited 2017 Non-Employee Directors Equity Incentive Plan and approved the shareholder proposal regarding a report on the soy supply chain. Shareholders also approved proposal 6, a shareholder proposal regarding simple majority voting, and the Company will consider this matter in due course. These proposals are described in the Company's Proxy Statement. The results of the votes at the Annual General Meeting were as follows: Proposal 1: Election of directors Nominee Votes For Votes Against Abstentions Broker Non-Votes Sheila Bair 106,784,457 672,617 96,589 7,412,760 Carol Browner 106,109,686 677,026 766,951 7,412,760 Paul Fribourg 103,473,986 3,995,661 84,016 7,412,760 J. Erik Fyrwald 100,487,157 6,309,817 756,689 7,412,760 Gregory A. Heckman 106,711,117 119,972 722,574 7,412,760 Bernardo Hees 104,593,353 2,222,153 738,157 7,412,760 Kathleen Hyle 105,940,500 893,480 719,683 7,412,760 Henry W. (Jay) Winship 104,849,567 1,979,257 724,839 7,412,760 Mark N. Zenuk 106,288,219 517,901 747,543 7,412,760
The directors listed above were elected for a one-year term.
Proposal 2: Advisory vote on executive compensation
Votes For Votes Against Abstentions Broker Non-Votes 101,398,186 6,031,641 123,826 7,412,760 Proposal 3: To appointDeloitte & Touche LLP as independent auditor for fiscal year endingDecember 31, 2021 and to authorize the Audit Committee of the Board of Directors to determine the independent auditor's fees Votes For Votes Against Abstentions Broker Non-Votes 113,968,476 912,196 85,751 7,412,760 Proposal 4: Amendment to theBunge Limited 2017 Non-Employee Director Equity Incentive Plan to increase the number of authorized shares by 200,000 shares Votes For Votes Against Abstentions Broker Non-Votes 103,639,814 2,917,705 996,144 7,412,760
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Proposal 5: Shareholder proposal regarding a report on the soy supply chain
Votes For Votes Against Abstentions Broker Non-Votes 105,866,877 1,199,583 487,203 7,412,760
Proposal 6: Shareholder proposal regarding simple majority vote
Votes For Votes Against Abstentions Broker Non-Votes 96,095,691 11,295,507 162,465 7,412,760 Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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