The Board has nominated the eleventhirteen individuals named in this Proxy Statement as director nominees for election at the Annual Meeting. All of the director nominees are present directors of the company standing for re-election. Stephen A. Furbacher will retire from the Board effective as of the date of the Annual Meeting and will not stand for re-election. Each director elected at the Annual Meeting will serve until our next annual meeting of shareholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or retirement.

Each nominee has consented to being named in this Proxy Statement and to serve if elected. If any nominee becomes unavailable to serve, an event that the Board does not presently expect, we will vote the shares represented by proxies for the election of directors for the election of such other person as the Board may recommend, unless the Board decides to reduce its total size.

If all eleventhirteen director nominees are elected, the Board will consist of eleventhirteen directors, each of whom other than our CEO and COO will be “independent” under the listing standards of the New York Stock Exchange (the “NYSE”).

Our directors are elected by a majority of the votes cast in uncontested elections, which means that, for a director nominee to be elected in an uncontested election, the number of shares voted “for” that director nominee must exceed the number of votes cast “against” that director nominee. In a contested election, directors are elected by receiving a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. A contested election is a situation in which the number of nominees for election exceeds the number of directors to be elected. Whether an election is contested is determined fourteen days in advance of the date we file our definitive proxy statement with the SEC.

In accordance with procedures set forth in the company’s corporate governance guidelines, any incumbent director (including the 1113 nominees standing for re-election at the Annual Meeting) who fails to receive a majority of votes cast in an uncontested election will be required to tender his or her resignation for consideration by the company’s corporate governance and nominating committee. The corporate governance and nominating committee will consider the resignation and, within 45 days following the date of the applicable annual meeting of shareholders, make a recommendation to the Board concerning the acceptance or rejection of the resignation. The Board will then take formal action on the corporate governance and nominating committee’s recommendation no later than 90 days following the date of the annual meeting.meeting of shareholders. Following the Board’s decision on the committee’s recommendation, we will publicly disclose the Board’s decision, together with an explanation of the process by which the decision was made and, if applicable, the Board’s reason or reasons for rejecting the tendered resignation.

The Board is responsible for nominating candidates for election to the Board and for filling vacancies on the Board that may occur between annual meetings of shareholders. The corporate governance and nominating committee is responsible for identifying, screening, and recommending candidates to the Board for Board membership.

The chairmanchair of the Board and chair of the corporate governance and nominating committee lead an active process to regularly review the overall composition of the Board and each Board committee

To maintain a Board with an appropriate mix of experience and qualifications and to permit time for orientation, the succession planning process generally considers the development of the Board over a time horizon extending for the next five years. In the case of an anticipated change in the composition of the Board, whether as a result of a retirement consistent with our general age-based retirement policy described below or otherwise, the Board generally prefers to recruit and add new directors such that there is time for the new directors to learn in detail our strategy, business, and governance sufficiently in advance of expected departures. TheAs set forth in the company’s corporate governance guidelines, the Board has also concludedbelieves that the appropriate number of directors isit should generally have no fewer than eightfive and no more than twelve.thirteen directors. The Board believes this range permits diversity of experience without hindering effective discussion or diminishing individual accountability. Therefore, the Board attempts to coordinate director additions and departures to maintain thisan appropriate size while allowing orientation time for new members as discussed above. Consistent with this process, the Board has added sixfive new independent directors over the past fivesix years, and five independent directors have retired over the past five years (including Mr. Furbacher, who will retire as of the date of the 2022 Annual Meeting).six years. The gradual refreshment process over the last several years reflects the Board’s intention to allow orientation time for new independent directors while maintaining the benefit of departing directors’ experience. Similarly, this yearIn addition, in February 2024, Mr. Bohn was promoted to executive vice president and chief operating officer and appointed to the chairmanBoard. Mr. Bohn has led most areas of the business in his nearly 15 years with the company and his promotion and appointment to the Board role transitioned from Mr. Furbacherrecognize his strong leadership and future contributions to Mr. Hagge on January 1, 2022 to provide sufficient overlap and continuity before Mr. Furbacher’s retirement at the 2022 Annual Meeting.company.

The corporate governance and nominating committee generally identifies potential nominees for election to the Board by engaging third party search firms that specialize in identifying director candidates. Current directors and executive officers may also notify the committee if they become aware of potential candidates and the committee refers any such potential candidate to the third party search firm to first evaluate whether the potential candidate meetsmeeting the criteria for Board membership discussed below. The committee will also consider candidates for election to the Board recommended by shareholders as described below.

Once a person has been identified by the corporate governance and nominating committee as a potential candidate, the committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the corporate governance and nominating committee determines that the person warrants further consideration, the committee chair or another member of the committee will contact the person. Generally, if the person expresses a willingness to be considered and to serve on the Board, the corporate governance and nominating committee will request information from the person, review the person’s accomplishments and qualifications, including in light of any other candidates that the committee might be considering, and ask directors to conduct one or more interviews with the person. In certain instances, committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons who may have greater first-hand knowledge of the candidate’s accomplishments. The committee’s evaluation process will not vary based on whether or not a candidate is recommended by a shareholder, although, as stated below, the committee may take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held.

to the Board over the last fivesix years. Each of these independent directors brings important skills and experience to our company that have further strengthened the Board and complemented the skills and experience of our other Board members. EachFour of these six individuals waswere recommended for consideration to the corporate governance and nominating committee by a third party search firm, and noneone individual was identified as a potential candidate by a current director. None of these sixthe five individuals was known to our chairmanchair of the Board or CEO prior to the candidate evaluation process. In addition, in recognition of his strong leadership and future contributions to the company, the Board elected Christopher D. Bohn, the company’s executive vice president and chief operating officer, to the Board effective February 2024.

Two director nominees, comprising 18%15% of the nominees, have served 10 or more years on the Board, and threeseven director nominees, comprising 27%54% of the nominees, have served between five and 10 years on the Board. These directors bring a wealth of experience and knowledge concerning CF Industries. The remaining sixfour director nominees, comprising 55%31% of the nominees, have served less than five years on the Board and bring fresh perspective to Board deliberations.

In addition, in recognition of the enhanced time commitments associated with membership on a public company’s audit committee, the Board has adopted a policy that no member of the audit committee may serve simultaneously on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the company’s audit committee.