Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 12, 2021, Stephen A. Furbacher, current Chairman of the Board of
Directors (the "Board") of CF Industries Holdings, Inc. (the "Company") informed
the Board that he will retire, and not stand for re-election to the Board, at
the Company's Annual Meeting of Stockholders in May 2022, under the general
policy of the Company that no director having attained the age of 74 years shall
be nominated for re-election or reappointment to the Board. Mr. Furbacher will
step down as Chairman effective January 1, 2022 and continue to serve on the
Board until his current term of office expires at the Annual Meeting. Mr.
Furbacher has been an independent director since 2007 and served as Chairman of
the Board since 2014.
On October 13, 2021, the Board elected Stephen J. Hagge, a current independent
director, to succeed Mr. Furbacher as Chairman of the Board effective January 1,
2022. The Board also elected John W. Eaves, a current independent director, to
succeed Mr. Hagge as Chairman of the Board's compensation and management
development committee effective January 1, 2022.
Item 7.01. Regulation FD Disclosure.
On October 13, 2021, the Company issued a press release regarding the Board's
leadership transition described in Item 5.02. The press release is attached
hereto as Exhibit 99.1.
The information set forth herein, including the exhibit attached hereto, shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
99.1 Press release dated October 1 3, 2021
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document)
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