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): May 12, 2017

 

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:

 

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 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 2017 annual meeting of stockholders (the “Annual Meeting”) on May 12, 2017. 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		191,512,401		1,998,987		115,715		15,907,955
William Davisson		191,304,761		2,214,017		108,325		15,907,955
Stephen A. Furbacher		191,404,782		2,018,471		203,850		15,907,955
Stephen J. Hagge		191,654,657		1,765,945		206,501		15,907,955
John D. Johnson		189,582,040		3,940,394		104,669		15,907,955
Robert G. Kuhbach		191,843,350		1,569,882		213,871		15,907,955
Anne P. Noonan		191,547,855		1,873,590		205,658		15,907,955
Edward A. Schmitt		191,078,355		2,443,379		105,369		15,907,955
Theresa E. Wagler		191,619,564		1,802,212		205,327		15,907,955
W. Anthony Will		192,062,669		1,459,230		105,204		15,907,955

 

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
184,761,924		8,592,832		272,347		15,907,955

 

3.              Recommendation, by a non-binding advisory vote, on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers:

 

1 year		2 years		3 years		Votes Abstained		Broker Non- Votes
180,598,662		87,640		12,735,747		205,054		NA

 

4.              Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2017:

 

Votes For		Votes Against		Votes Abstained		Broker Non- Votes
204,253,825		5,123,643		157,590		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 17, 2017		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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