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): May 10, 2018

 

CF Industries Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

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 5.07.                Submission of Matters to a Vote of Security Holders.

 

CF Industries Holdings, Inc. (the “Company”) held its 2018 annual meeting of stockholders (the “Annual Meeting”) on May 10, 2018. The final voting results for the matters submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:

 

1.              Election of directors (each of the persons named below was elected at the Annual Meeting to serve for a one-year term expiring at the next annual meeting of stockholders and until his or her successor is duly elected and qualified):

 

Nominees		Votes For		Votes Against		Votes Abstained		Broker Non-Votes
Robert C. Arzbaecher		190,650,968		13,151,540		70,473		11,261,354
William Davisson		200,163,444		3,637,581		71,956		11,261,354
John W. Eaves		202,767,855		1,022,993		82,133		11,261,354
Stephen A. Furbacher		201,456,419		2,234,579		181,983		11,261,354
Stephen J. Hagge		201,109,513		2,577,332		186,136		11,261,354
John D. Johnson		200,235,378		3,562,374		75,229		11,261,354
Anne P. Noonan		201,720,568		1,953,324		199,089		11,261,354
Michael J. Toelle		202,331,075		1,467,033		74,873		11,261,354
Theresa E. Wagler		202,381,593		1,292,417		198,971		11,261,354
W. Anthony Will		202,927,676		881,582		63,723		11,261,354

 

2.              Approval of an advisory resolution regarding the compensation of the Company’s named executive officers:

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
161,725,815		41,977,918		169,248		11,261,354

 

3. Ratification of provisions in the Company’s certificate of incorporation and bylaws granting stockholders the ability to call special meetings of stockholders:

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
145,511,433		54,995,525		3,366,023		11,261,354

 

4.              Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2018:

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
211,879,592		3,139,948		114,795		NA

 

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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: May 11, 2018	CF INDUSTRIES HOLDINGS, INC.
	By:	/s/ Douglas C. Barnard
		Name:	Douglas C. Barnard
		Title:	Senior Vice President, General Counsel, and Secretary

 

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