Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 31, 2024

CF Industries Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-32597		20-2697511
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2375 Waterview Drive Northbrook, Illinois				60062
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code (847) 405-2400

4 Parkway North, Deerfield, Illinois 60015

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

¨	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-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
common stock, par value $0.01 per share		CF		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02

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

On January 31, 2024, effective February 1, 2024, the board of directors (the “Board”) of CF Industries Holdings, Inc. (the “Company”) appointed Christopher D. Bohn to serve as the Company’s Executive Vice President and Chief Operating Officer and elected Mr. Bohn to the Board. Mr. Bohn is continuing to serve as the Company’s Chief Financial Officer until the appointment of his successor in that capacity.

In connection with Mr. Bohn’s appointment as Executive Vice President and Chief Operating Officer, the Compensation and Management Development Committee of the Board approved the following compensation changes for Mr. Bohn: (i) effective as of February 1, 2024, Mr. Bohn’s annual base salary rate was increased to $800,000 and his target annual incentive opportunity under the Company’s short-term incentive program was increased to 100% of his base salary and (ii) on February 1, 2024, Mr. Bohn was granted an award of 12,897 restricted stock units (with each restricted stock unit representing one share of the Company’s common stock) (the “RSU Award”). The RSU Award was granted under the Company’s 2022 Equity and Incentive Plan (the “Plan”) and will vest on January 3, 2027, subject to Mr. Bohn’s continued employment or qualifying service with the Company through such date, and subject to accelerated vesting in connection with a Change in Control (as defined in the Plan) or Mr. Bohn’s death or Disability (as defined in Mr. Bohn’s award agreement). Mr. Bohn will not receive any additional compensation for his service as a director.

Prior to the effectiveness of his appointment as the Company’s Executive Vice President and Chief Operating Officer, Mr. Bohn, age 56, served as the Company’s Executive Vice President and Chief Financial Officer since July 2023. He was previously the Company’s Senior Vice President and Chief Financial Officer from September 2019 to July 2023, its Senior Vice President, Manufacturing and Distribution, from May 2016 to September 2019, its Senior Vice President, Manufacturing, from January 2016 to May 2016, its Senior Vice President, Supply Chain, from January 2015 to December 2015, its Vice President, Supply Chain, from January 2014 to December 2014, its Vice President, Corporate Planning, from October 2010 to January 2014 and its Director, Corporate Planning and Analysis, from September 2009 to October 2010. Prior to joining the Company, Mr. Bohn served as chief financial officer for Hess Print Solutions from August 2007 to September 2009. Earlier in his career, Mr. Bohn was vice president global financial planning and analysis for Merisant Worldwide, Inc. He holds a B.S. degree in finance from Indiana University and an M.M. degree (M.B.A.) from the Kellogg Graduate School of Management at Northwestern University.

Item 7.01

Regulation FD Disclosure.

On February 5, 2024, the Company issued a press release regarding Mr. Bohn’s appointment as Executive Vice President and Chief Operating Officer and election to the Board. The press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information furnished in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description of Exhibit

99.1	Press release dated February 5, 2024

104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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 hereunto duly authorized.

Date:	February 5, 2024	CF INDUSTRIES HOLDINGS, INC.

		By:	/s/ Michael P. McGrane
		Name:	Michael P. McGrane
		Title:	Vice President, General Counsel, and Secretary

Exhibit 99.1

2375 Waterview Drive

Northbrook, IL 60062

www.cfindustries.com

For additional information:

Media	Investors
Chris Close	Darla Rivera
Senior Director, Corporate Communications	Director, Investor Relations
847-405-2542 – cclose@cfindustries.com	847-405-2045 – darla.rivera@cfindustries.com

Christopher D. Bohn Appointed Executive Vice President and Chief Operating Officer of CF Industries Holdings, Inc., Elected to Board of Directors

NORTHBROOK, Ill. – February 5, 2024 – CF Industries Holdings, Inc. (NYSE: CF) today announced that Christopher D. Bohn has been appointed Executive Vice President and Chief Operating Officer and has been elected to the Company’s Board of Directors, effective February 1, 2024.

Mr. Bohn will lead global manufacturing, distribution, sales and supply chain, including the Company’s clean energy initiatives. He will be accountable for operational excellence focused on safety, productivity and long-term growth. Mr. Bohn is currently Executive Vice President and Chief Financial Officer with responsibility for strategic planning, business development and investor relations. He joined CF Industries in September 2009.

“Chris has experience leading most areas of our business and has been instrumental in developing and growing our clean energy strategy. He will continue to drive operational excellence across the organization while managing a range of complex growth initiatives,” said Tony Will, president and chief executive officer, CF Industries Holdings, Inc. “This promotion and his election to the Board recognize his strong leadership and future contributions to CF Industries.”

Mr. Bohn has more than 14 years of experience in the nitrogen fertilizer sector, including developing and leading the Company’s Clean Energy business. He has also been instrumental in developing and executing capital deployment and growth initiatives and brings proven disciplined leadership to the role. He previously served CF Industries as Executive Vice President and Chief Financial Officer; Senior Vice President, Manufacturing and Distribution; Vice President, Supply Chain; and Vice President, Corporate Planning.

Mr. Bohn will continue to serve as Chief Financial Officer until a permanent replacement has been appointed. An external search is underway.

About CF Industries Holdings, Inc.

At CF Industries, our mission is to provide clean energy to feed and fuel the world sustainably. With our employees focused on safe and reliable operations, environmental stewardship, and disciplined capital and corporate management, we are on a path to decarbonize our ammonia production network – the world’s largest – to enable green and blue hydrogen and nitrogen products for energy, fertilizer, emissions abatement and other industrial activities. Our manufacturing complexes in the United States, Canada, and the United Kingdom, an unparalleled storage, transportation and distribution network in North America, and logistics capabilities enabling a global reach underpin our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy. CF Industries routinely posts investor announcements and additional information on the Company’s website at www.cfindustries.com and encourages those interested in the Company to check there frequently.

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Cover	Jan. 31, 2024
Entity Addresses [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 31, 2024
Entity File Number	001-32597
Entity Registrant Name	CF Industries Holdings, Inc.
Entity Central Index Key	0001324404
Entity Tax Identification Number	20-2697511
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2375 Waterview Drive
Entity Address, City or Town	Northbrook
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60062
City Area Code	847
Local Phone Number	405-2400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	common stock, par value $0.01 per share
Trading Symbol	CF
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	4 Parkway North
Entity Address, City or Town	Deerfield
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60015