8-K

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): June 19, 2015

CF Industries Holdings, Inc.

(Exact name of registrant as specified in its charter)

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

4 Parkway North, Suite 400 Deerfield, Illinois	60015
(Address of principal executive offices)	(Zip Code)

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 19, 2015, the Board of Directors (the “Board”) of CF Industries Holdings, Inc. (the “Company”) elected Anne P. Noonan to the Board effective immediately. In connection with her election to the Board, Ms. Noonan 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 her election to the Board, Ms. Noonan 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 a non-employee director, Ms. Noonan is entitled to an annual cash retainer of $100,000, payable quarterly. She will receive an initial $25,000 retainer payment for the second quarter of 2015. Under the Company’s current director compensation arrangements, continuing non-employee directors other than the chairman of the Board receive an annual restricted stock grant with a fair market value of $120,000 (or, in the case of the chairman of the Board, $200,000) on the date of each annual meeting of the Company’s stockholders. Ms. Noonan has entered into the Company’s standard indemnification agreement for officers and directors, under which the Company is required to indemnify Ms. Noonan to the fullest extent permitted by the General Corporation Law of the State of Delaware in connection with any proceedings relating to her being or having been a director of the Company and to advance any expenses incurred by Ms. Noonan in connection with such proceedings. A form of the Company’s standard indemnification agreement was filed as Exhibit 10.10 to Amendment No. 2 to the Company’s registration statement on Form S-1 filed with the Securities and Exchange Commission on July 20, 2005 (File No. 333-124949).

On June 22, 2015, the Company issued a press release regarding Ms. Noonan’s election to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated June 22, 2015

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: June 25, 2015	CF INDUSTRIES HOLDINGS, INC.
	By:	/s/ Douglas C. Barnard
		Name:	Douglas C. Barnard
		Title:	Senior Vice President, General
			Counsel, and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated June 22, 2015

EX-99.1

Exhibit 99.1

	4 Parkway North, Suite 400
	Deerfield, IL 60015
Contact:	Chris Close
	Director, Corporate Communications
	847-405-2542 – cclose@cfindustries.com

Anne P. Noonan Elected to Board of Directors of

CF Industries Holdings, Inc.

Noonan is President, Performance Chemicals at OMNOVA Solutions

DEERFIELD, Ill., June 22, 2015 (BUSINESS WIRE) --CF Industries Holdings, Inc. (NYSE:CF) today announced that its Board of Directors has elected Anne P. Noonan as an independent director of the company. Ms. Noonan, president, Performance Chemicals Business Segment at OMNOVA Solutions, is expected to stand for re-election by stockholders at the company’s 2016 Annual Meeting. Her election brings membership of the CF Industries Holdings, Inc. Board of Directors to ten.

“We welcome Anne to the CF Industries’ Board and look forward to her contributions. Her proven record of leadership, customer focus, and value creation in the chemicals industry will be of great value to our Board, management team and shareholders,” commented Stephen A. Furbacher, chairman of the board.

Ms. Noonan, 51, has led OMNOVA Solutions’ Performance Chemicals business segment since September 2014, overseeing the development and production of emulsion polymers and specialty chemicals that account for approximately 80 percent of the company’s annual sales. She joined OMNOVA from Chemtura Corporation, which was formed in the 2005 merger of Great Lakes Chemical Corporation and Crompton Corporation. Ms. Noonan held several leadership positions at Chemtura and Great Lakes Chemical, most recently serving as senior vice president and president of Chemtura’s Industrial Engineered Products business. Her career at Great Lakes Chemical and Chemtura spanned 27 years.

Ms. Noonan was recently elected to the Board of Directors for the American Chemistry Council for a two-year term starting January 1, 2016. She earned her M.S. in organometallic chemistry and her B.S. Honors degree in chemistry from University College in Dublin, Ireland.

About CF Industries Holdings, Inc.

CF Industries Holdings, Inc., headquartered in Deerfield, Illinois, through its subsidiaries is a global leader in the manufacturing and distribution of nitrogen products, serving both agricultural and industrial customers. CF Industries operates world-class nitrogen manufacturing complexes in the central United States and Canada and distributes plant nutrients through a system of terminals, warehouses, and associated transportation equipment located primarily in the Midwestern United States. The company also owns 50 percent interests in GrowHow UK Limited, a plant nutrient manufacturer in the United Kingdom; an ammonia facility in The Republic of Trinidad and Tobago; and KEYTRADE AG, a global plant nutrient trading organization headquartered near Zurich, Switzerland. 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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