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, 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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001-16625
(Commission
file number)
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98-0231912
(I.R.S.
employer identification
no.)
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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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q
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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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Approval
of the Bunge Limited 2009 Equity Incentive Plan
On May 8,
2009, Bunge Limited (“Bunge”) held its 2009
annual general meeting of shareholders (the “Annual General
Meeting”). At the Annual General Meeting, Bunge’s shareholders
approved, upon recommendation of the Board Directors, the Bunge Limited 2009
Equity Incentive Plan (the “Plan”), under which
officers, employees, independent contractors and consultants of Bunge and its subsidiaries are
eligible to receive grants of stock options, restricted stock, restricted stock
units, performance-based restricted stock units and other equity-based
awards. The Plan, which became effective upon shareholder approval at
the Annual General Meeting, will be administered by the Compensation Committee
of the Board of Directors, and the Compensation Committee will determine the
applicable terms, conditions, restrictions and other provisions of such awards
in accordance with the terms of the Plan.
Subject to adjustment for certain
corporate transactions, the maximum number of shares that may be awarded under
the Plan is 10,000,000, of which no more than 4,500,000 may be in the form of
restricted stock units, performance-based restricted stock units or other awards
that are not subject to payment of an exercise price. The maximum
number of shares that may be granted pursuant to stock option awards to any
participant in any calendar year is 1,000,000. The maximum number of
shares that may be granted to any participant during a calendar year (other than
stock option awards) is 1,000,000 shares, measured as of the date of
grant. If any shares covered by an award under the Plan are
forfeited, expire unexercised or otherwise terminate without the delivery of
shares, then the shares covered by such an award shall again be available for
granting awards under the Plan. Shares surrendered for the payment of
the exercise price or withholding of taxes under a stock option or other award,
shares not issued or delivered as a result of the net settlement of an award, or
shares repurchased in the open market with the proceeds of a stock option
exercise, may not again be made available for issuance under the
Plan. No awards may be granted pursuant to the Plan after May 8,
2019.
The
foregoing description of the Plan does not purport to be complete and is
qualified in its entirety by reference to the full text of the Plan, a copy of
which has been filed as Appendix B to Bunge’s 2009 Proxy Statement and is
incorporated by reference herein. A description of the Plan is also
included in the 2009 Proxy Statement in the section entitled “Proposal
Three—Approval of the 2009 Equity Incentive Plan,” which was filed with the
Securities and Exchange Commission on April 3, 2009 and is incorporated herein
by reference.
The Plan
replaces the Bunge Limited Equity Incentive Plan (the “EIP”) and, effective
May 8, 2009, no future awards will be granted under the
EIP. Outstanding awards previously granted under the EIP will
continue in accordance with the terms of the EIP.
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
13, 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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