UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 17, 2023, the Board of Directors (the “Board”) of CF Industries Holdings, Inc. (the “Company”) elected Susan A. Ellerbusch to the Board effective immediately. In connection with Ms. Ellerbusch’s election to the Board, she has been appointed to serve as a member of the Environmental Sustainability and Community Committee of the Board. Upon her election to the Board, as a non-employee director, Ms. Ellerbusch received a restricted stock grant under the Company’s 2022 Equity and Incentive Plan with a fair market value of $160,000. In addition, as a non-employee director, Ms. Ellerbusch is entitled to an annual cash retainer of $115,000, payable quarterly in advance, including $28,750 for the current quarterly period which began August 3, 2023. Ms. Ellerbusch 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 17, 2023, the Company issued a press release regarding Ms. Ellerbusch’s election to the Board. The press release is filed as Exhibit 99.1 to this Form 8-K 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 17, 2023 |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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 17, 2023 | CF INDUSTRIES HOLDINGS, INC. | |
| By: | /s/ Michael P. McGrane | ||
| Name: | Michael P. McGrane | ||
| Title: | Vice President, General Counsel, and Secretary | ||