Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 29, 2023, Bunge Limited (the "Company") issued a press release to
announce that Ms. Kathleen Hyle and Mr. Erik Fyrwald, members of the Board of
Directors (the "Board"), informed the Company on March 27, 2023 and March 28,
2023, respectively, that they will not stand for re-election at the Company's
2023 Annual General Meeting of Shareholders (the "2023 AGM") to be held on May
11, 2023 in order to devote time to other professional commitments. Effective
May 11, 2023, Ms. Hyle will be resigning from her positions of non-executive
chairperson of the Board and as a member of the Corporate Governance and
Nominations Committee, and Mr. Fyrwald will be resigning from his positions as
chair of the Human Resources and Compensation Committee and as a member of the
Sustainability and Corporate Responsibility Committee. They will continue to
serve as directors until their current terms expire on the date of the 2023 AGM.
Ms. Hyle's and Mr. Fyrwald's resignations were for personal reasons and not as a
result of any dispute or disagreement with the Company on any matter relating to
the Company's operations, policies or practices. The Company thanks Ms. Hyle and
Mr. Fyrwald for their service and valuable contributions to the Company.
The Board intends to appoint Mr. Mark Zenuk as non-executive chairperson of the
Board, subject to his re-election to the Board at the 2023 AGM. Mr. Zenuk has
served on the Board since 2018 and currently serves as chairperson of the
Enterprise Risk Management Committee and as a member of the Audit Committee. He
has served as managing partner at Tillridge Global Agribusiness Partners, an
agribusiness private equity firm, since 2016.
Additionally, the Company announced that the Board has nominated Ms. Monica
McGurk and Mr. David Fransen to the Company's slate of non-executive director
nominees for shareholder approval at its 2023 AGM. Ms. McGurk, age 53, currently
serves as the Chief Executive Officer of Tropicana and Mainstream Brands at
Tropicana Brands Group, a position she has held since September 2022.
Previously, she served as the Chief Global Growth Officer at Kellogg Company
from 2019 to 2022 and the Chief Global Revenue and eCommerce Officer from 2018
to 2019. Prior to working at Kellogg Company, she worked at Tyson Foods and The
Coca-Cola Company where she held various leadership positions in strategy and
digital media. She is currently a non-executive director of the privately held
company, Pivot Bio. If elected by shareholders, Ms. McGurk would serve on the
Enterprise Risk Management Committee and Corporate Governance and Nominations
Committee.
Mr. Fransen, age 65, was Chairman and non-executive director of Vitol S.A.,
Geneva, from 2017 until his retirement in 2020. Prior to that, Mr. Fransen
worked at Vitol Group from 1986 to 2017 serving as a director of various Vitol
Group companies and holding roles of increasing responsibility, including:
leading the global gasoline trading group; heading the Bermuda office; Group
Head of Information Technology; Chief Operations Officer; and member of the
Executive Committee. Early in his career, he worked at British Petroleum PLC
(1979 - 1986) in marketing and planning and as a trader. Mr. Fransen was a
founding member of the Swiss Trading and Shipping Association (2006-2019) and
served as President for 6 years. Mr. Fransen is a former non-executive director
of Greenfields Petroleum Corporation (2016-2023). If elected by shareholders,
Mr. Fransen would serve on the Enterprise Risk Management Committee and Human
Resources and Compensation Committee.
Ms. McGurk and Mr. Fransen will receive compensation for service as directors
consistent with that provided to the Company's other non-employee directors,
including a stock award of restricted stock units upon joining the Board. There
are no arrangements or understandings between Ms. McGurk or Mr. Fransen and any
other person pursuant to which either of them was elected as a director. There
are no transactions between Ms. McGurk or Mr. Fransen and the Company that would
be reportable under Item 404(a) of Regulation S-K.
A copy of the press release announcing Ms. Hyle's and Mr. Fyrwald's departures
and announcing Ms. McGurk's and Mr. Fransen's nominations to the Board is filed
herewith as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 - Financial Statements and Exhibits
(d): Exhibits
Exhibit No. Description
99.1 Press Release, dated March 29, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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