0001996862false00019968622023-12-202023-12-20

Date of Report (date of earliest event reported)

(Exact name of registrant as specified in its charter)

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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As a result of the previously completed change of its jurisdiction of incorporation from Bermuda to Switzerland (the “Redomestication”), resulting in the Bunge group holding company becoming a Swiss corporation, Bunge Global SA (the “Company”), and in order to comply with Swiss law, each of Gregory A. Heckman and John W. Neppl (the “Executives”) were required to relinquish his participation in, and eligibility to receive severance benefits under, the Bunge Executive Severance Plan and to enter into an Executive Employment Agreement (the “Employment Agreements”). Accordingly, on December 20, 2023, each of the Executives entered into the Employment Agreements, which were retroactively effective as of November 1, 2023, the effective date of the Redomestication. Consistent with Swiss corporate law requirements, the Employment Agreements: (1) memorialize the existing compensation arrangements for each Executive with respect to each of their base salary (which is $1,200,000 per year for Mr. Heckman and $750,000 per year for Mr. Neppl), existing target annual bonus opportunity (with a target amount equal to 170% of base salary for Mr. Heckman and 100% of base salary for Mr. Neppl), eligibility to receive long-term equity incentive awards, and eligibility for employee and other fringe benefits; (2) require 12 months’ advance written notice by either the Company or the Executive for termination of the applicable Executive’s employment (unless the termination is by the Company for “cause” or by the Executive without “good reason” (as such terms are defined in the Employment Agreements)) (the “Notice Period”); (3) provide for continued payments (during the Notice Period) of the Executive’s base salary, pro-rated portions of the Executive’s annual bonus based on actual performance while the Executive remains in active service and target annual bonus for any portion of the Notice Period during which the Executive does not remain in active service, and reimbursement for healthcare continuation premiums (collectively, the “Notice Period Payments”); and (4) provide for payments to the Executive in exchange for their compliance with non-competition, non-solicitation, and other restrictive covenant obligations during the one year period following expiration of the Notice Period (the “Non-Compete Payments”). Both the Non-Compete Payments and the Notice Period Payments are subject to offset and/or reduction in the event that either Executive materially breaches any of the restrictive covenant obligations or earns compensation from new employment (and/or other activity) that exceeds a certain threshold amount set forth in the Employment Agreement. Certain of the Notice Period Payments and Non-Compete Payments will be subject to the applicable Executive’s execution and non-revocation of a release of claims in favor of the Company.

The foregoing descriptions of the Employment Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of those documents, each of which will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2023, and are incorporated by reference herein.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 21, 2023