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 15, 2009
BUNGE
LIMITED
(Exact
name of Registrant as specified in its charter)
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Bermuda
(State
or other jurisdiction)
of incorporation)
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(Commission
file number)
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98-0231912
(I.R.S.
employer
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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:
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q
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Written
communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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q
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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q
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Bunge
Limited (“Bunge”) hereby
reports that João Fernando Kfouri will retire as Managing Director, Food and
Ingredients, effective June 30, 2009. Mr. Kfouri’s intention to
retire from Bunge in 2009 had been previously disclosed by Bunge in its 2009
proxy statement for its Annual General Meeting of Shareholders. In
connection with Mr. Kfouri’s retirement, Bunge and Mr. Kfouri plan to enter into
a consulting agreement under which Mr. Kfouri will provide consulting services
to Bunge following his retirement date through December 31, 2009 with respect to Bunge’s global food
and ingredients business strategy and to facilitate the transition of the duties
and responsibilities of his position to a successor.
Pursuant
to Bunge’s Equity Incentive Plan and the applicable award agreements thereunder,
upon retirement, Mr. Kfouri will vest in full in all outstanding unvested stock
option and time-vested restricted stock unit awards granted to him, and in all
performance-based restricted stock unit awards pro rata through the date of
his retirement (with settlement of performance-based awards based on the
satisfaction of applicable performance goals through June 30,
2009). Mr. Kfouri’s outstanding stock options will remain exercisable
for three years following his retirement. In addition, the
Compensation Committee of the Board of Directors has waived any forfeiture
conditions under the Equity Incentive Plan that would have otherwise applied to
Mr. Kfouri’s outstanding performance-based restricted stock units as a result of
his retirement and such awards will continue to vest as if Mr. Kfouri had
continued to be employed by Bunge. Except as described above, the
terms and conditions of Mr. Kfouri’s equity awards will remain
unchanged.
An
amendment to this Form 8-K will be filed to describe the material terms of the
consulting agreement between Bunge and Mr. Kfouri following the finalization of
the agreement.
Cautionary
Statement Concerning Forward-Looking Statements
This Current Report on Form 8-K
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. These
factors include, among others, 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; 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 report
are made only as of the date of this report, 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.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
Dated: May
21, 2009.
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BUNGE
LIMITED
(Registrant)
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By: |
/s/
Carla L. Heiss |
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Name:
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Carla L.
Heiss |
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Title:
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Assistant General
Counsel |
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