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)
Delaware | | 001-32597 | | 20-2697511 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
| | | | |
4 Parkway North, Suite 400
Deerfield, IL | | | | 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:
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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