Current Report Filing (8-k)
May 05 2021 - 5:26PM
Edgar (US Regulatory)
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0001324404
2021-05-04
2021-05-04
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iso4217:USD
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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 4, 2021
CF Industries Holdings, Inc.
(Exact name of registrant as specified in
its charter)
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
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(Former name or former address, if changed since last report.)
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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
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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 3.03
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Material Modification to Rights of Security Holders.
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The information set forth in Item 5.03 of this current report
on Form 8-K is incorporated by reference in this Item 3.03 in relation to the common stock, par value $0.01 per share, of CF Industries
Holdings, Inc. (the “Company”).
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On May 4, 2021, shareholders of the Company approved an amendment
to the Company’s bylaws, effective upon such approval. The amendment added to the Company’s bylaws a new Article X providing
that (1) unless the Company consents in writing to the selection of an alternative forum, the Delaware Court of Chancery will be
the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting
a claim of breach of a duty (including any fiduciary duty) owed by any current or former director, officer, shareholder, employee or agent
of the Company to the Company or the Company’s shareholders, (c) any action asserting a claim against the Company or any current
or former director, officer, shareholder, employee or agent of the Company arising out of or relating to any provision of the General
Corporation Law of the State of Delaware or the Company’s certificate of incorporation or bylaws, or (d) any action asserting
a claim against the Company or any current or former director, officer, shareholder, employee or agent of the Company governed by the
internal affairs doctrine of Delaware, except that, if the Delaware Court of Chancery lacks subject matter jurisdiction over any such
action or proceeding, the sole and exclusive forum for such action or proceeding will be another state or federal court located in Delaware,
in each such case, unless the Delaware Court of Chancery (or such other state or federal court located within Delaware, as applicable)
has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable
party named as a defendant in that prior action; and (2) unless the Company consents in writing to the selection of an alternative
forum, the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive
forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by the full
text of Article X of the Company’s bylaws. A copy of Article X of the Company’s bylaws is incorporated by reference
as Exhibit 3.1 to this current report on Form 8-K.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Company held its 2021 annual meeting of shareholders (the “Annual
Meeting”) on May 4, 2021. 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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171,592,025
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3,009,748
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70,812
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9,610,898
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Robert C. Arzbaecher
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166,656,265
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7,651,309
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365,011
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9,610,898
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Deborah L. DeHaas
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173,713,739
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890,816
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68,030
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9,610,898
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John W. Eaves
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173,646,615
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913,578
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112,392
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9,610,898
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Stephen A. Furbacher
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165,872,874
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8,428,333
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371,378
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9,610,898
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Stephen J. Hagge
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171,924,590
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2,639,028
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108,967
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9,610,898
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Anne P. Noonan
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172,132,773
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2,469,631
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70,181
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9,610,898
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Michael J. Toelle
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172,970,652
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1,631,363
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70,570
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9,610,898
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Theresa E. Wagler
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171,194,703
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3,414,411
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63,471
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9,610,898
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Celso L. White
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171,594,144
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2,966,261
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112,180
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9,610,898
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W. Anthony Will
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173,575,752
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758,185
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338,648
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9,610,898
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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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161,934,798
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10,715,711
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2,022,076
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9,610,898
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3.
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Approval of an amendment to the Company’s bylaws to provide for courts located in Delaware to be the exclusive forum for
certain legal actions and for federal district courts of the United States of America to be the exclusive forum for certain other
legal actions:
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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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145,571,285
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29,031,928
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69,372
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9,610,898
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4.
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Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2021:
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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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176,518,173
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7,653,875
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111,435
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NA
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5.
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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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71,330,886
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103,159,264
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182,435
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9,610,898
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit No.
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Description of Exhibit
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104
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Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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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.
Date:
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May 5, 2021
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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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