Sector: Consumer Staples
BUNGE GLOBAL · Meeting: May 20, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Independent director with relevant financial and global business expertise; serves on 3 other public boards (below the 4-board overboarding threshold); TSR trigger does not apply as BG's 3-year underperformance versus the company-disclosed peer group is only 6.7 percentage points, well below the 50-point threshold for a strong-positive-TSR company.
Independent director with 12 years of tenure bringing deep environmental policy and sustainability expertise; holds no other public board seats; TSR trigger does not apply given BG's strong absolute 3-year return of +46% and only a 6.7pp gap to the peer median.
CEO and executive director with deep agribusiness expertise; holds 1 outside public board seat (OCI NV), which is below the 2-seat threshold that would trigger an overboarding concern for a sitting CEO; TSR trigger does not apply.
Independent director who joined the board on July 2, 2025 — less than 24 months ago — and is therefore fully exempt from the TSR underperformance trigger under policy; brings extensive global agribusiness and commodities trading experience relevant to Bunge's business.
Independent director who joined the board on July 2, 2025 — less than 24 months ago — and is fully exempt from the TSR underperformance trigger; brings relevant energy, logistics, and supply chain leadership expertise.
Independent director who joined the board in 2025 and is fully exempt from the TSR underperformance trigger; holds 2 other public board seats (Exelon, Norwegian Cruise Line), which is below the 4-seat overboarding threshold; brings valuable technology and cybersecurity expertise.
Independent director who joined the board on July 2, 2025 — less than 24 months ago — and is fully exempt from the TSR underperformance trigger; brings deep agribusiness CEO experience and significant commodities trading expertise directly relevant to Bunge's operations.
Independent director with 3 years of tenure; holds no current public board seats; TSR trigger does not apply given BG's 3-year peer underperformance gap of only 6.7pp, well below the 50pp threshold; brings relevant food industry leadership and risk management experience.
Independent director with 4 years of tenure; holds no other public board seats; serves as an audit committee financial expert; TSR trigger does not apply; brings relevant food industry CEO experience and strong financial credentials.
Independent director who joined the board on July 2, 2025 — less than 24 months ago — and is fully exempt from the TSR underperformance trigger; brings extensive M&A, finance, and agribusiness expertise from his senior role at Glencore.
Independent director and Audit Committee Chair with 7 years of tenure; holds no current public board seats (C.H. Robinson term ended 2025); serves as audit committee financial expert; TSR trigger does not apply; brings strong institutional investor and financial expertise.
Independent non-executive Board Chair with 7 years of tenure; holds no other public board seats; business relationship between Bunge and Tillridge portfolio companies (~$14.5M) was reviewed and determined to be arm's-length by the board; TSR trigger does not apply; brings deep agribusiness private equity and operational expertise.
All 12 director nominees receive a FOR vote. Bunge's 3-year absolute return of +46.3% is strong positive, and BG's 3-year total return trails the company-disclosed peer group median by only 6.7 percentage points — far below the 50-point trigger threshold for a strong-positive-TSR company. Five directors (Isman, Jensen, Jojo, Mahoney, Walt) joined the board in July 2025 and are fully exempt from the TSR trigger as new directors within 24 months. No director exceeds the overboarding threshold, no non-independent directors sit on audit or compensation committees, and attendance was approximately 98% across the board.
CEO
Gregory Heckman
Total Comp
$18,945,479
Prior Support
84.6%%
Bunge's CEO received total compensation of approximately $18.9 million, and the pay structure is heavily weighted toward performance-linked pay — 92% of the CEO's target compensation is variable (77% in long-term equity awards, 15% in annual cash incentives), which exceeds the policy's 50-60% minimum threshold for performance-based pay. The long-term equity plan uses multiple rigorous metrics including 3-year cumulative earnings per share, 3-year average return on invested capital, and a relative total shareholder return modifier, which represent the kind of multi-year, outcome-driven measures the policy favors. The prior-year say-on-pay vote received 84.6% support — well above the 70% threshold that would require remediation — and the company maintains a Dodd-Frank-compliant clawback policy, so no governance concerns override the positive pay structure assessment.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$27,725,040
Non-Audit Fees
$53,649
Deloitte & Touche LLP is a Big 4 auditor appropriate for a $24 billion company. The only clearly parseable non-audit fee line from the disclosed fee table is 'All Other Fees' of $53,649 against total fees of $27,725,040 — an immaterially small ratio well below the 50% threshold. Auditor tenure is not disclosed in the provided proxy text, so the tenure trigger cannot be applied and policy requires a FOR vote absent confirmed tenure data. No material financial restatements are indicated.
The 2026 Bunge Global annual meeting ballot is straightforward with no major governance concerns triggering negative votes across the three standard policy-evaluated proposals. All 12 director nominees receive FOR votes as BG's strong absolute 3-year stock return of +46.3% and a modest 6.7 percentage-point gap to the peer group median are well within policy thresholds, the Say on Pay vote is supported by a 92%-variable pay structure with rigorous multi-year performance metrics and an 84.6% prior-year approval rate, and the auditor ratification is supported as Deloitte is a Big 4 firm with a negligible non-audit fee ratio.
12 companies disclosed in 2026 proxy filing
