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): October 11, 2018

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))

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 October 11, 2018, the Board of Directors (the “Board”) of CF Industries Holdings, Inc. (the “Company”) elected Celso L. White to the Board effective immediately. In connection with Mr. White’s election to the Board, he has been appointed to serve as a member of the Compensation and Management Development Committee of the Board.  Upon his election to the Board, as a non-employee director, Mr. White received a restricted stock grant under the Company’s 2014 Equity and Incentive Plan with a fair market value of $130,000. In addition, as a non-employee director, Mr. White is entitled to an annual cash retainer of $100,000, payable quarterly in advance, including $25,000 for the current quarterly period which began August 9. Mr. White 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 October 11, 2018, the Company issued a press release regarding Mr. White’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 of Exhibit
99.1	Press release dated October 11, 2018

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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: October 12, 2018	CF INDUSTRIES HOLDINGS, INC.
	By:	/s/ Douglas C. Barnard
		Douglas C. Barnard
		Senior Vice President, General Counsel, and Secretary

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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

Celso L. White Elected to

Board of Directors of CF Industries Holdings, Inc.

DEERFIELD, IL — October 11, 2018 — CF Industries Holdings, Inc. (NYSE: CF) today announced that its Board of Directors has elected Celso L. White, global chief supply chain officer of Molson Coors Brewing Company (NYSE: TAP), as an independent director of the company.

The election of Mr. White brings membership of the CF Industries Holdings, Inc. Board of Directors to eleven. He is expected to stand for re-election by stockholders at the company’s 2019 Annual Meeting.

“We are pleased to welcome Celso to the CF Industries’ Board,” said Stephen A. Furbacher, chairman of the board, CF Industries Holdings, Inc. “Celso’s global perspective, deep expertise in all aspects of the supply chain, understanding of the agriculture industry and background in engineering and environmental, health and safety issues will benefit the Board and our management team greatly. We look forward to his contributions as we work together to create long-term value for our stockholders.”

About Celso L. White

Mr. White, 56, is the global chief supply chain officer at Molson Coors Brewing Company. He is responsible for all aspects of the supply chain at Molson Coors from grain fields to finished product retailer distribution, including procurement; operations; planning; logistics and distribution; environmental health and safety; engineering; and technical innovation. Prior to this role, he was the company’s vice president of international supply chain.

Mr. White serves on the board of Colorado UpLift based in Denver, Colorado. He holds an MBA with a concentration in Operations Management from DePaul University and a B.S. degree in Electrical Engineering from Bradley University.

About CF Industries Holdings, Inc.

CF Industries is a leading global fertilizer and chemical company with outstanding operational capabilities and a highly cost-advantaged production and distribution platform. Our 3,000 employees operate world-class manufacturing complexes in Canada, the United Kingdom and the United States. We serve our customers in North America through an unparalleled production, storage, transportation and distribution network. We also reach a global customer base with exports from our Donaldsonville, Louisiana, plant, the world’s largest and most flexible nitrogen complex. Additionally, we move product to international destinations from our Verdigris, Oklahoma, facility; our Yazoo City, Mississippi, facility; our Billingham and Ince facilities in the United Kingdom; and from a joint venture ammonia facility in the Republic of Trinidad and Tobago in which we own a 50 percent interest. 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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