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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): June 2, 2005
BUNGE LIMITED
(Exact name of Registrant as specified in its charter)
Bermuda 001-16625 98-0231912
(State or other jurisdiction) (Commission file number) (I.R.S. employer
of incorporation) identification no.)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4c))
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Item 1.01 Entry into a Material Definitive Agreement
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Shareholder Approval of Annual Incentive Plan and Material Terms
of Executive Officer Performance Measures for Purposes of
Section 162(m) of the Internal Revenue Code.
On May 27, 2005, Bunge Limited ("Bunge") held its 2005 annual general
meeting of shareholders (the "Annual General Meeting"). At Bunge's Annual
General Meeting, Bunge's shareholders approved the Bunge Limited Annual
Incentive Plan (the "AIP") under which participating named executive officers of
Bunge are eligible to receive annual cash bonuses based upon the achievement of
certain pre-established financial and non-financial performance measures
relating to Bunge and individual performance measures during the preceding
calendar year. The AIP will be administered by the Compensation Committee of the
Board of Directors. The maximum amount payable under the AIP to a participant
for a calendar year will be $4 million. Payments of bonuses under the AIP are
intended to constitute "qualified performance-based compensation" under the
provisions of Section 162(m) of the Internal Revenue Code ("Section 162(m)"),
which limits the deductibility of compensation in excess of $1 million paid by a
publicly traded corporation to certain employees, unless the compensation is
"qualified performance-based compensation."
At the Annual General Meeting, Bunge's shareholders also approved the
material terms of executive officer performance measures (as described in the
AIP) for use under Bunge's Equity Incentive Plan for purposes of satisfying the
qualified performance-based exception under Section 162(m).
The foregoing description of the AIP does not purport to be complete
and is qualified in its entirety by reference to such plan, a copy of which
filed as an Exhibit to Bunge's 2004 Annual Report on Form 10-K and is
incorporated by reference herein.
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: June 2, 2005.
Bunge Limited
(Registrant)
By: /s/ Carla L. Heiss
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Name: Carla L. Heiss
Title: Assistant General Counsel