BUNGE LIMITED (NASDAQ:BG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

BUNGE LIMITED (NASDAQ:BG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02


Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.


On December 8, 2016, Bunge Limited (the Company) issued a press
release announcing the appointment of Thomas M. Boehlert as
Chief Financial Officer of the Company, effective January 1,
2017. A copy of the press release is filed herewith as Exhibit
99.1 and is incorporated by reference herein.

Mr. Boehlert, 57, was Chief Executive Officer, President and a
Director of First Nickel Inc. from 2011 to 2015. Prior to that,
he was Chief Financial Officer for Kinross Gold Corporation from
2006 to 2011 and served as Chief Financial Officer for several
energy companies, including Texas Genco, Direct Energy and Sithe
Energies, Inc. Previously, Mr. Boehlert spent 14 years in
investment banking with Credit Suisse, where his focus was on the
electric power, natural resources and infrastructure sectors, and
where he built and headed the firms London-based project finance
business covering Europe, Africa and the Middle East. He started
his career as an auditor at a KPMG predecessor firm in 1983.

Mr. Boehlert has entered into an employment offer letter to which
he will receive a base salary of $680,000, subject to periodic
review and adjustment in accordance with the Companys policies
and practices. He will be eligible for an annual cash bonus under
the Companys annual incentive plan with a target amount of 100%
of his base salary and a maximum payout opportunity of 250% of
his base salary. The actual amount of the annual bonus will be
determined based upon the achievement of pre-determined Company
financial and individual performance goals. He will also be
eligible to participate in the Companys long-term equity-based
incentive program, benefits and perquisites generally applicable
to executive officers of the Company. For 2017, the target
aggregate value of his equity award under the Companys long-term
equity-based incentive plan will be $1,800,000.

In connection with joining the Company, Mr. Boehlert will receive
a grant of 8,500 performance-based restricted stock units which
will vest based on the achievement of specified Company financial
measures following the completion of a performance period ending
December 31, 2018, on substantially similar terms as the
performance-based restricted stock units previously granted to
executive officers of the Company for the performance period. Mr.
Boehlert will also receive a payment of $30,000 to cover
transition expenses. In the event Mr. Boehlerts employment is
terminated by the Company for cause or by Mr. Boehlert without
good reason before he completes a year of service, Mr. Boehlert
will be required to repay the transition expenses payment in
full.

If Mr. Boehlert is involuntarily terminated without cause or
resigns for good reason, subject to the execution of a general
release, he will be eligible to receive a (i) lump sum payment
equal to one year of his then current base salary, plus his
target annual incentive award and (ii) a pro rata payment of his
annual incentive award for the year of termination based on the
actual results achieved for the performance period. Mr. Boehlert
is also eligible for a pro rata payment of his annual incentive
award in the event of his termination due to death or disability.
Additionally, if he is involuntarily terminated without cause or
resigns for good reason on or before the second anniversary of a
change of control of the Company, he will be entitled to receive
accelerated vesting of all outstanding equity awards (vesting of
any performance awards will be on a pro-rata basis). Mr. Boehlert
will be subject to the Companys standard non-competition,
non-solicitation and confidentiality covenants.

There are no family relationships between Mr. Boehlert and any
director or executive officer of the Company or any transactions
in which Mr. Boehlert has an interest requiring disclosure under
Item 404(a) of Regulation S-K.

Item 9.01

Financial Statements and Exhibits.

(d)
Exhibits


Exhibit No.


Description
99.1
Press Release, dated December 8, 2016


About BUNGE LIMITED (NASDAQ:BG)


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