8-K

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): July 24, 2017

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):

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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  o

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. o

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

On July 24, 2017, the Board of Directors (the “Board”) of CF Industries Holdings, Inc. (the “Company”) increased the size of the Board from ten to twelve directors and elected John W. Eaves and Michael J. Toelle to the Board effective immediately. In connection with their election to the Board, Messrs. Eaves and Toelle have both been appointed to serve as members of the Compensation Committee of the Board and the Corporate Governance and Nominating Committee of the Board.  Upon their election to the Board, as non-employee directors, Messrs. Eaves and Toelle each 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 non-employee directors, each of Messrs. Eaves and Toelle is entitled to an annual cash retainer of $100,000, payable quarterly in advance, including $25,000 for the current quarterly period which began May 12, 2017. Each of Messrs. Eaves and Toelle has entered into the Company’s standard indemnification agreement for officers and directors, under which the Company is required to indemnify the director to the fullest extent permitted by the General Corporation Law of the State of Delaware in connection with any proceedings relating to the director being or having been a director of the Company and to advance any expenses incurred by the director 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 July 24, 2017, the Company issued a press release regarding Mr. Eaves’ and Mr. Toelle’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 July 24, 2017

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: July 24, 2017	CF INDUSTRIES HOLDINGS, INC.
	By:	/s/ Douglas C. Barnard
		Douglas C. Barnard
		Senior Vice President, General Counsel, and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated July 24, 2017

EX-99.1

Exhibit 99.1

4 Parkway North, Suite 400

Deerfield, IL 60015

www.cfindustries.com

For additional information:

Media	Investors
Chris Close	Martin Jarosick
Director, Corporate Communications	Vice President, Investor Relations
847-405-2542 – cclose@cfindustries.com	847-405-2045 – mjarosick@cfindustries.com

John W. Eaves and Michael J. Toelle Elected to

Board of Directors of CF Industries Holdings, Inc.

DEERFIELD, IL – July 24, 2017 – CF Industries Holdings, Inc. (NYSE: CF) today announced that its Board of Directors has elected John W. Eaves, chief executive officer of Arch Coal Inc., and Michael J. Toelle, owner of T&T Farms and former board chairman of CHS, Inc., as independent directors of the company.

The elections of Mr. Eaves and Mr. Toelle bring membership of the CF Industries Holdings, Inc. Board of Directors to twelve. They are expected to stand for re-election by stockholders at the company’s 2018 Annual Meeting.

“We are pleased to welcome John and Michael to the CF Industries’ Board,” said Stephen A. Furbacher, chairman of the board, CF Industries Holdings, Inc. “John’s extensive knowledge of the global coal industry and Michael’s deep agricultural experience, along with their demonstrated leadership and understanding of commodity cycles, will benefit the Board and our management team greatly. We look forward to their insights and perspectives as we work together to create long-term value for our stockholders.”

About John W. Eaves

Mr. Eaves, 59, has served as chief executive officer of Arch Coal, a top coal producer for the global steel and power generation industries, since 2012 and has been a member of its board of directors since 2006. He has more than 30 years of experience in the coal industry. During his tenure with Arch Coal, he has held positions of president and chief operating officer; senior vice president of marketing; and vice president of marketing and president of Arch Coal Sales, the company’s marketing subsidiary. Mr. Eaves joined Arch Coal in 1987 after serving in various marketing-related positions at Diamond Shamrock Coal Company and Natomas Coal Company.

He serves on the boards of the National Association of Manufacturers and the National Mining Association. He is a graduate of the Advanced Management Program at Harvard University, and he holds a bachelor’s degree from the University of Kentucky.

About Michael J. Toelle

Mr. Toelle, 55, is the owner of T & T Farms, a diversified farming company, and has been a member of Nationwide Mutual Insurance Company’s board of directors since 2013. He is a former board chairman and longtime board member of CHS, Inc., the largest cooperative business in the United States. He also served as a board member for Cenex, Inc., before it merged with Harvest States Cooperatives to create CHS in 1998.

Mr. Toelle is past chairman of the CHS Foundation and previously served as a director for the Agricultural Council of America and Country Partners Cooperative. He is a member of the National Association of Corporate Directors.

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 Canada, the United Kingdom and the United States, 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 a 50 percent interest in an ammonia facility in The Republic of Trinidad and Tobago. 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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