Current Report Filing (8-k)
May 22 2020 - 4:33PM
Edgar (US Regulatory)
0001324404
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0001324404
2020-05-19
2020-05-20
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
May 20, 2020
CF Industries Holdings, Inc.
(Exact name of registrant as specified in
its charter)
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Delaware
|
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001-32597
|
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20-2697511
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
|
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(IRS
Employer
Identification No.)
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4 Parkway North, Suite 400
Deerfield, Illinois
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60015
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(Address
of principal
executive offices)
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(Zip Code)
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Registrant’s telephone number,
including area code 847 405-2400
(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:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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common stock, par value $0.01 per share
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CF
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New York Stock Exchange
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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. ¨
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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CF Industries Holdings, Inc. (the “Company”)
held its 2020 annual meeting of shareholders (the “Annual Meeting”) on May 20, 2020. The final voting results
for the matters submitted to a vote of the Company’s shareholders at the Annual Meeting are as follows:
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1.
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Election of directors (each of the persons named below was elected at the Annual Meeting to serve for a one-year term expiring
at the next annual meeting of shareholders and until his or her successor is duly elected and qualified):
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Nominees
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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Javed Ahmed
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172,356,459
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1,206,845
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47,723
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11,271,370
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Robert C. Arzbaecher
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166,598,275
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6,857,994
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154,758
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11,271,370
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William Davisson
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167,826,841
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5,633,918
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150,268
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11,271,370
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John W. Eaves
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172,232,559
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1,334,350
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44,118
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11,271,370
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Stephen A. Furbacher
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169,665,125
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3,898,898
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47,004
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11,271,370
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|
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Stephen J. Hagge
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171,751,242
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1,670,296
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189,489
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11,271,370
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Anne P. Noonan
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172,436,707
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1,120,763
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53,557
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11,271,370
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Michael J. Toelle
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171,543,013
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2,018,488
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49,526
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11,271,370
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|
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Theresa E. Wagler
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172,161,942
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|
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1,405,266
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|
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43,819
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|
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11,271,370
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Celso L. White
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172,438,977
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|
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984,891
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|
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187,159
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|
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11,271,370
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W. Anthony Will
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172,270,752
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1,295,374
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|
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44,901
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11,271,370
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|
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2.
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Approval of an advisory resolution regarding the compensation of the Company’s named executive officers:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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|
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166,054,538
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6,331,178
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1,225,311
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11,271,370
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|
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3.
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Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2020:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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|
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178,525,841
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|
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6,288,077
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68,479
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NA
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4.
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Shareholder proposal regarding the right to act by written
consent:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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|
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72,406,157
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100,848,827
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356,043
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11,271,370
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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.
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Date:
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May 22, 2020
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CF INDUSTRIES HOLDINGS, INC.
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By:
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/s/ Douglas C. Barnard
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Name:
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Douglas C. Barnard
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Title:
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Senior Vice President, General Counsel, and Secretary
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