CF Industries Holdings,Inc. (NYSE:CF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 regarding committees of the board to which the new directors have been named. This Amendment No.1 sets forth the complete text of each item as amended. Except as stated in this Explanatory Note, the Original 8-K remains unchanged.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July24, 2017, the Board of Directors (the “Board”) of CF Industries Holdings,Inc. (the “Company”) increased the size of the Board from ten to twelve directors and elected John W. Eaves and Michael J. Toelle to the Board effective immediately. In connection with Mr.Eaves’ election to the Board, he has been appointed to serve as a member of the Audit Committee of the Board and the Corporate Governance and Nominating Committee of the Board. In connection with Mr.Toelle’s election to the Board, he has been appointed to serve as a member of the Compensation Committee of the Board and the Corporate Governance and Nominating Committee of the Board. Upon their election to the Board, as non-employee directors, Messrs.Eaves and Toelle each received a restricted stock grant under the Company’s 2014 Equity and Incentive Plan with a fair market value of $120,000. In addition, as non-employee directors, each of Messrs.Eaves and Toelle is entitled to an annual cash retainer of $100,000, payable quarterly in advance, including $25,000 for the current quarterly period which began May12, 2017. Each of Messrs.Eaves and Toelle has entered into the Company’s standard indemnification agreement for officers and directors, under which the Company is required to indemnify the director to the fullest extent permitted by the General Corporation Law of the State of Delaware in connection with any proceedings relating to the director being or having been a director of the Company and to advance any expenses incurred by the director in connection with such proceedings. A form of the Company’s standard indemnification agreement was filed as Exhibit10.10 to Amendment No.2 to the Company’s registration statement on FormS-1 filed with the Securities and Exchange Commission on July20, 2005 (File No.333-124949).
On July24, 2017, the Company issued a press release regarding Mr.Eaves’ and Mr.Toelle’s election to the Board. The press release is attached hereto as Exhibit99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
|
ExhibitNo. |
Description |
|
99.1 |
Press release dated July24, 2017 |