8-K

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 11, 2022

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)	(IRS Employer Identification No.)

4 Parkway North Deerfield, Illinois	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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
common stock, par value $0.01 per share	CF	New York Stock Exchange

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  ¨

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.  ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As noted in Item 5.07 of this Current Report on Form 8-K, at the 2022 annual meeting of shareholders (the “Annual Meeting”) of CF Industries Holdings, Inc. (the “Company”), held on May 11, 2022, the Company’s shareholders approved the adoption of the CF INDUSTRIES HOLDINGS, INC. 2022 Equity and Incentive Plan (the “Plan”). The Plan permits grants of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards, which in each case may be conditioned on performance criteria, to employees and consultants of the Company and its subsidiaries and non-employee directors of the Company.

A total of 10,445,496 shares of common stock has been reserved for issuance under the Plan, consisting of: (i) 2,500,000 shares of common stock initially authorized for issuance pursuant to the Plan, (ii) 4,281,049 shares of common stock that remained available for additional award grant purposes under the CF Industries Holdings, Inc. 2014 Equity and Incentive Plan (the “2014 Plan”) as of 12:01 a.m. Central Time on May 11, 2022 (the “Effective Time”) and (iii) 3,664,447 shares of common stock that may become available for issuance under the Plan to the extent that stock options granted under the 2014 Plan or the CF Industries Holdings, Inc. 2009 Equity and Incentive Plan or awards of restricted stock or restricted stock units under the 2014 Plan, in each case that were outstanding as of the Effective Time, terminate or expire after the Effective Time without delivery of the shares of common stock that had been subject to such stock options or awards of restricted stock or restricted stock units.

The Plan will expire on May 11, 2032 unless terminated sooner by the board of directors (the “Board”) of the Company. A description of the Plan is provided in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2022. The foregoing description of the Plan is qualified in its entirety by the terms of the Plan, which is incorporated by reference as Exhibit 10.1 hereto and incorporated by reference herein. Grants under the Plan may be evidenced by entry into a Non-Employee Director Restricted Stock Award Agreement or a Restricted Stock Unit Award Agreement, forms of which are filed as Exhibits 10.2 and 10.3 hereto and incorporated herein by reference.

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

The final voting results for the matters submitted to a vote of the Company’s shareholders at the Annual Meeting on May 11, 2022 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 shareholders and until his or her successor is duly elected and qualified):

Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Javed Ahmed	170,992,086	3,379,529	687,631	8,919,129
Robert C. Arzbaecher	168,485,080	5,979,345	594,821	8,919,129
Deborah L. DeHaas	173,496,215	987,533	575,498	8,919,129
John W. Eaves	171,761,930	2,720,918	576,398	8,919,129
Stephen J. Hagge	169,436,243	5,047,310	575,693	8,919,129
Jesus Madrazo Yris	173,314,556	1,056,358	688,332	8,919,129
Anne P. Noonan	168,513,258	5,973,620	572,368	8,919,129
Michael J. Toelle	173,505,947	978,182	575,117	8,919,129
Theresa E. Wagler	172,977,448	1,507,057	574,741	8,919,129
Celso L. White	170,991,886	3,376,187	691,173	8,919,129
W. Anthony Will	174,044,820	437,856	576,570	8,919,129

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

Votes For	Votes Against	Abstentions	Broker Non-Votes
165,465,744	8,921,353	672,149	8,919,129

3. Approval of the Company’s new 2022 Equity and Incentive Plan:

Votes For	Votes Against	Abstentions	Broker Non-Votes
167,611,010	6,786,114	662,122	8,919,129

4. Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2022:

Votes For	Votes Against	Abstentions	Broker Non-Votes
175,499,697	7,878,115	600,563	0

5. Shareholder proposal regarding the ownership threshold required to call a special meeting of shareholders:

Votes For	Votes Against	Abstentions	Broker Non-Votes
51,912,040	121,514,787	1,632,419	8,919,129

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
10.1	CF INDUSTRIES HOLDINGS, INC. 2022 Equity and Incentive Plan (incorporated by reference to Appendix B to CF Industries Holdings, Inc.’s definitive proxy statement on Schedule 14A filed with the SEC on March 30, 2022)

10.2 Form of Non-Employee Director Restricted Stock Award Agreement under CF Industries Holdings, Inc. 2022 Equity and Incentive Plan

10.3 Form of Restricted Stock Unit Award Agreement under CF Industries Holdings, Inc. 2022 Equity and Incentive Plan

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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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 13, 2022	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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EX-10.2

Exhibit 10.2

CF INDUSTRIES HOLDINGS, INC.
2022 EQUITY AND INCENTIVE PLAN
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK
AWARD AGREEMENT

Name of Grantee: <<Name>>

Restricted Stock: #### shares of Restricted Stock

Grant Date: <award_date>

Vesting Date: The earlier to occur of the first annual meeting of Company shareholders occurring after the Grant Date or the first anniversary of the Grant Date, subject to earlier acceleration as described herein.

Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms as defined in the CF Industries Holdings, Inc. 2022 Equity and Incentive Plan (the “Plan”). Please review this Award Agreement and promptly return a signed copy to the Company in order to render the grant effective.

*                                           *                                           *                                           *                                           *

1. You have been granted the shares of Restricted Stock shown above, pursuant to the Plan and subject to the terms and conditions of the Plan and this Award Agreement.

2. From the Grant Date until the Vesting Date, you may not sell, assign, transfer, donate, pledge or otherwise dispose of the Restricted Stock unless such restrictions shall lapse prior to the Vesting Date as described herein.

3. Each certificate representing Restricted Stock shall bear the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE COMPANY.

You shall be entitled to have such legend removed from such certificate when the restrictions referred to in Section 2 and 4 with respect to the Restricted Stock have lapsed.

4. Restrictions on the Restricted Stock shall lapse on the Vesting Date, subject to earlier lapse upon a Change in Control as provided for in the Plan or as otherwise provided herein.

5. If, prior to the date the restrictions on your Restricted Stock shall have lapsed, you resign from the Board for any reason, your service with the Board is terminated, or you attempt to sell, assign, transfer, donate, pledge or otherwise dispose of your Restricted Stock, the Restricted Stock shall be forfeited and you shall thereafter have no right, title or interest in the Restricted Stock. Notwithstanding the above, in the event of your death or disability (as determined by the Board) or in the event that you are not reappointed or reelected to the Board, the restrictions and forfeiture conditions applicable to the Restricted Stock shall lapse, and the Restricted Stock shall be deemed fully vested in accordance with the terms of the Plan.

6. During the restricted period, you shall have the right to vote Restricted Stock and to receive any dividends or distributions paid on the underlying Stock.

7. The Company shall not be liable for any tax liability that may arise as a result of the transactions contemplated by this Award Agreement and you understand that you shall be solely liable for any such tax liabilities.

8. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of you and the Company with respect to the subject matter hereof, and may not be modified except by means of a writing signed by you and the Company. If there is a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan shall govern. This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware.

By your signature and the signature of the Company’s representative below, you and the Company agree that this Award is granted under and governed by the terms and conditions of the Plan, the terms of which are incorporated herein, and this Award Agreement. You have reviewed the Plan and this Award Agreement in their entirety, have had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understand all provisions of the Plan and Award Agreement. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and Award Agreement. You further agree to notify the Company upon any change in your residential address shown below.

GRANTEE	CF INDUSTRIES HOLDINGS, INC.
<<Name>>	By: Douglas C. Barnard
<<Address>>	Title: Senior Vice President, General             Counsel, and Secretary

EX-10.3

Exhibit 10.3

CF INDUSTRIES HOLDINGS, INC.
2022 EQUITY AND INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT

Name of Grantee:   <first_name> <last_name>

Restricted Stock Units:   <shares_awarded>

Grant Date:   <award_date>

Vesting Date: Subject to forfeiture or accelerated vesting as described herein, the Restricted Stock Units will vest in accordance with the following vesting schedule (the “Vesting Schedule”):

<vesting schedule>

Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms as defined in the CF Industries Holdings, Inc. 2022 Equity and Incentive Plan (the “Plan”). Please review this Award Agreement and promptly accept the award online, in Schwab’s Equity Award Center, in order to render the grant effective.

*                                           *                                           *                                           *                                           *

1.       You have been granted the Restricted Stock Units shown above pursuant to the Plan and subject to the terms and conditions of the Plan and this Award Agreement. Each Restricted Stock Unit represents the right to receive a share of authorized but previously unissued Stock upon the vesting of the Restricted Stock Unit.

2       You may not sell, assign, transfer, donate, pledge or otherwise dispose of the Restricted Stock Units acquired pursuant to this Award Agreement (except by will or the laws of descent and distribution).

3.       The Restricted Stock Units shall vest in accordance with the Vesting Schedule, subject to earlier vesting and delivery upon a Change in Control as provided for in Section 7(b) of the Plan or as otherwise provided herein. A share of Stock shall be delivered (provided, that such delivery is otherwise in accordance with federal and state securities laws) with respect to each vested Restricted Stock Unit as soon as practicable following the date on which the Restricted Stock Unit becomes vested (the date on which a Restricted Stock Unit becomes vested being referred to as a “Delivery Date”), but in no event later than the end of the calendar year in which the Delivery Date occurs or if later, within 30 days following the Delivery Date.

4.       Termination of Service Events

A.       If your employment with the Company and its Subsidiaries shall terminate for any reason other than due to your death, Disability (as defined below) or Special Retirement (as defined below), any of the Restricted Stock Units that have not vested in accordance with the Vesting Schedule shall be forfeited as of the date of such termination.

B.       In the event of termination of your employment due to your death or Disability, any of the Restricted Stock Units that have not vested in accordance with the Vesting Schedule shall vest on the date of such termination due to your death or Disability.

C.       In the event of termination of your employment due to Special Retirement, a portion of the unvested Restricted Stock Units shall vest on the date of such termination due to Special Retirement such that, effective as of the date of such termination, the aggregate number of Restricted Stock Units that shall have become vested under this Award Agreement shall be equal to the product of (i) the number of Restricted Stock Units initially subject to this Award Agreement times (ii) a fraction, the numerator of which is the number of full months between the Grant Date and the date of your termination due to Special Retirement and the denominator of which is the number of months from the Grant Date to the final vesting date under the Vesting Schedule (the “Pro Rata Portion”). The number of unvested Restricted Stock Units that shall vest on the date of such termination due to Special Retirement therefore shall be equal to the difference between the Pro Rata Portion and the number of Restricted Stock Units that had vested pursuant to the Vesting Schedule prior to the date of such termination, and the remainder of the unvested Restricted Stock Units shall be forfeited.

D.       For purposes of this Award Agreement:

(i)       “Disability” shall have the meaning ascribed to such term in your individual employment, severance or other agreement with the Company or, if you are not party to such an agreement, “Disability” shall mean your inability because of ill health, physical or mental disability, to perform your duties for a period of 180 days in any twelve month period.

(ii)       “Special Retirement” shall mean your termination of employment, other than for “Cause,” death or Disability, following the attainment by you of at least age sixty (60) with five (5) years of continuous service with the Company as of the date of such termination of employment, provided that you have (a) provided the Company with at least six months prior written notice of your termination of employment and (b) during such 6 month period had that notice accepted by an authorized officer of the Company or, if you are, at the time you provide such notice, subject to the reporting requirements of Section 16 of the Exchange Act, by the Committee. ¹

(iii)       “Cause” shall have the meaning ascribed to such term in any individual employment, severance or other agreement with the Company to which you are a party or, if you are not party to such an agreement, “Cause” shall mean (a) dishonesty in the performance of your duties, (b) your malfeasance or misconduct in connection with your duties, or (c) any act or omission which is injurious to the Company (or any member of the Group) or its affiliates, monetarily or otherwise, each as determined by the Committee in its sole discretion.

(iii)       “Group” means the Company and any Subsidiary of the Company.

(iv)       “Subsidiary” means a company in which: (a) the Company holds a majority of the voting rights; (b) the Company is a member of, and has the right to appoint or remove a majority of its board of directors; or (c) the Company is a member of, and controls alone, pursuant to an agreement with other members, a majority of the voting rights.

¹ If you are employed in the United Kingdom or you are otherwise subject to the employment protections of the United Kingdom or a country within the European Economic Area because you reside in such country or are otherwise subject thereto, “Special Retirement” shall be determined at the absolute discretion of the Committee (acting reasonably) that you have retired, and in any event will not be granted to employees with less than five (5) years of continuous service with the Group as of the date of termination of employment.

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E.       For the avoidance of doubt and solely for purposes of this Award Agreement, if you enter into an agreement with the Company to transition directly from an employment relationship with the Company into a consulting relationship with the Company, you shall not, unless otherwise determined by the Committee, be deemed to have terminated employment upon such transition from an employment relationship into a consulting relationship. In the event of such a transition, the Restricted Stock Units shall continue to be eligible to vest in accordance with their terms, as if no termination had occurred, for so long as such consulting relationship remains in effect. The continued existence of the consulting relationship shall be determined by the Committee or its delegate and the continued vesting of the Restricted Stock Units shall not be construed for any other purpose to mean you remain employed with the Company following such transition.

F.       Neither the grant of the Restricted Stock Units, this Award Agreement nor any other action taken pursuant to this Award Agreement shall constitute or be evidence of any agreement or understanding, express or implied, that you have a right to continue to provide services as an Officer, Director, Employee or Consultant for any period of time or at any specific rate of compensation. This Award shall not form part of your right to compensation or benefits under your contract of employment with the Company or any other member of the Group, if applicable. Your participation in the Plan and receipt of this Award Agreement will not affect your rights and obligations under the terms of your contract of employment with the Company or any member of the Group, if applicable.

G.       In the event the benefit under this Award Agreement and the Plan is forfeited as a result of your employment or service being terminated by you or by the Company (or any member of the Group) for any reason, you will not be entitled to any damages or compensation arising from such loss of employment or service.

5.       Unless and until a certificate or certificates representing shares of Stock shall have been issued by the Company as a result of the vesting of the Restricted Stock Units, you shall not have any of the rights or privileges of a stockholder of the Company with respect to the shares of Stock subject to the Restricted Stock Units.

6.         The Restricted Stock Units will carry dividend equivalent rights related to any cash dividend paid by the Company while the Restricted Stock Units are outstanding. In the event the Company pays a cash dividend on its outstanding shares of Stock following the grant of the Restricted Stock Units, then you will be entitled to receive on the date the Company otherwise pays such cash dividend, a cash amount equal to the cash dividend paid with respect to a share of Stock multiplied by the number of Restricted Stock Units subject to the Award Agreement that remain outstanding and unsettled.

7.       The Company or a Subsidiary shall withhold all applicable taxes or other amounts required by law from all amounts paid or delivered in respect of the Restricted Stock Units. You may satisfy the withholding obligation by paying the amount of any taxes in cash or you may instruct the Company (or the member of the Group that employs you) to withhold shares from the shares of Stock otherwise deliverable to satisfy the obligation in full or in part. If shares are withheld, such shares shall have a Fair Market Value equal to (a) the minimum statutory amount required to be withheld or, if you so elect, (b) such greater amount equal to the lesser of (1) the amount permitted to be withheld based on the maximum statutory tax rate applicable to you in all relevant jurisdictions or (2) the withholding amount determined on the basis of your most recent U.S. Form W-4 (or other local country equivalent) provided to the Company, in all cases reduced by the amount of any withholding obligation you satisfy by cash payment to the Company. The number of shares used to satisfy any withholding obligation shall be rounded up to the nearest whole number of shares as necessary to avoid fractional shares, with any excess amount refunded in cash to you. You agree to indemnify the Company and any other members of the Group for any tax or social security contributions for which you are liable but which the Company or such other member of the Group is required to pay on your behalf in connection with this Award or any shares issued pursuant to the Restricted Stock Units granted under this Award Agreement.

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8.       If you are subject to individual income tax in the United States, the intent of you and the Company is that payments and benefits under this Award Agreement and the Award be exempt from, or to the extent subject thereto, comply with, Section 409A of the U.S. Internal Revenue Code of 1986, as amended from time to time (the “Code”) and any regulations or guidance promulgated thereunder, and accordingly, to the maximum extent permitted, this Award Agreement and the Award shall be interpreted and administered to be in accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, you shall not be considered to have terminated employment or service with the Company or any of its Subsidiaries for purposes of the Plan and no payment shall be due to you under this Award Agreement until you would be considered to have incurred a “separation from service” from the Company or its Subsidiary within the meaning of Section 409A of the Code. To the extent that this Award is payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty charges imposed under Section 409A of the Code, the settlement and payment of this Award (or other amounts) shall instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). Each amount to be paid or benefit to be provided under this Award shall be construed as a separate identified payment for purposes of Section 409A of the Code.

9.       With respect to your personal data, to the extent consent may be required under the laws to which you are subject, you hereby agree and consent to:

A.       the collection, use, processing and transfer by the Company, any member of the Group, and any third party administrator of your personal data;

B.       the Company, any member of the Group, and any third party administrator transferring your personal data amongst themselves for the purposes of the implementation, administration and management of the Plan;

C.       the use of your personal data by any such person for any such purposes; and

D.       the transfer to, and retention of, your personal data by third parties (including any such third party situated in a country without equivalent data protection laws to Canada, the United Kingdom and the European Economic Area) in connection with such purposes.

10.       The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of you and the Company with respect to the subject matter hereof, and may not be modified except by means of a writing signed by you and the Company. If there is a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan shall govern. This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware.

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By your signature (including for this purpose your electronic acceptance of the Award in Schwab’s Equity Award Center) and the signature of the Company’s representative below, you and the Company agree this Award is granted under and governed by the terms and conditions of the Plan, the terms of which are incorporated herein, and this Award Agreement. You have reviewed the Plan and this Award Agreement in their entirety, have had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understand all provisions of the Plan and Award Agreement. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and Award Agreement. You further agree to notify the Company upon any change in your residential address shown below.

GRANTEE	CF INDUSTRIES HOLDINGS, INC.
<first_name> <last_name>	By:  Susan L. Menzel
<address_1> <city>, <state> <zip>	Title:  Sr. Vice President, Human Resources

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XML

Cover	May 11, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 11, 2022
Entity File Number	001-32597
Entity Registrant Name	CF Industries Holdings, Inc.
Entity Central Index Key	0001324404
Entity Tax Identification Number	20-2697511
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4 Parkway North
Entity Address, City or Town	Deerfield
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60015
City Area Code	847
Local Phone Number	405-2400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	common stock, par value $0.01 per share
Trading Symbol	CF
Security Exchange Name	NYSE
Entity Emerging Growth Company	false