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 Officers

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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 Officers
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 their election to the Board, Messrs.Eaves and Toelle have both been appointed to serve as members 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


CF Industries Holdings, Inc. Exhibit
EX-99.1 2 a17-18203_2ex99d1.htm EX-99.1 Exhibit 99.1     4 Parkway North,…
To view the full exhibit click here

About CF Industries Holdings,Inc. (NYSE:CF)

CF Industries Holdings, Inc. is the manufacturer and distributor of nitrogen fertilizer and other nitrogen products. The Company’s nitrogen fertilizer products are ammonia, granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN). Its other nitrogen products include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia, which are sold primarily to its industrial customers, and compound fertilizer products (NPKs). The Company’s segments include ammonia, granular urea, UAN, AN and Other. The Company’s ammonia segment produces anhydrous ammonia (ammonia), which is the concentrated nitrogen fertilizer product as it contains 82% nitrogen. Its granular urea segment produces granular urea, which contains 46% nitrogen. Its UAN segment produces UAN, which is a liquid fertilizer product with a nitrogen content that typically ranges from 28% to 32%. Its AN segment produces AN. Its Other segment includes DEF, urea liquor, nitric acid and NPKs.