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 |
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001-32597 |
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20-2697511 |
4 Parkway North, Suite 400 |
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60015 |
(Address of principal |
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(Zip Code) |
Registrants 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-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 Companys 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 Companys 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 Companys stockholders. Ms. Noonan has entered into the Companys 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 Companys standard indemnification agreement was filed as Exhibit 10.10 to Amendment No. 2 to the Companys 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. Noonans 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 |
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Description |
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99.1 |
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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. | |||
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By: |
/s/ Douglas C. Barnard |
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Name: |
Douglas C. Barnard | |
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Title: |
Senior Vice President, General | |
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Counsel, and Secretary | |
EXHIBIT INDEX
Exhibit |
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Description |
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99.1 |
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Press release dated June 22, 2015 |
Exhibit 99.1
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4 Parkway North, Suite 400 |
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Deerfield, IL 60015 |
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Contact: |
Chris Close |
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Director, Corporate Communications |
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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 companys 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 companys 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 Chemturas 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 companys website at www.cfindustries.com and encourages those interested in the company to check there frequently.
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