Form8K



 

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 15, 2015
CF Industries Holdings, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)

4 Parkway North, Suite 400
Deerfield, IL
(Address of principal
executive office)
001-32597
(Commission File No.)
20-2697511
(I.R.S. Employer
Identification No.)

60015
(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):

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))





Item 5.07 Submission of Matters to a Vote of Security Holders.
CF Industries Holdings, Inc. (the “Company”) held its 2015 annual meeting of stockholders (the “Annual Meeting”) on May 15, 2015. 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):
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
Robert C. Arzbaecher
36,378,108

 
161,022

 
261,261

 
2,513,106

William Davisson
36,225,548

 
312,969

 
261,874

 
2,513,106

Stephen A. Furbacher
36,388,549

 
150,491

 
261,351

 
2,513,106

Stephen J. Hagge
36,393,926

 
145,166

 
261,299

 
2,513,106

John D. Johnson
36,225,532

 
313,585

 
261,274

 
2,513,106

Robert G. Kuhbach
36,390,871

 
147,608

 
261,912

 
2,513,106

Edward A. Schmitt
36,382,532

 
156,254

 
261,605

 
2,513,106

Theresa E. Wagler
36,398,175

 
140,418

 
261,798

 
2,513,106

W. Anthony Will
36,393,764

 
144,307

 
262,320

 
2,513,106


2.
Approval of an advisory resolution regarding the compensation of the Company’s named executive officers:
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
34,322,729

 
2,042,170

 
435,492

 
2,513,106


3.
Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2015:
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
37,765,012

 
1,291,620

 
256,865

 
—



4.
Stockholder proposal regarding proxy access:
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
20,943,385

 
15,575,541

 
281,465

 
2,513,106


5.
Stockholder proposal regarding the right to act by written consent:
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
14,703,912

 
21,734,581

 
361,898

 
2,513,106






Item 8.01 Other Events.
On May 15, 2015, CF Industries Holdings, Inc. (the “Company”) issued a press release announcing that its Board of Directors has declared a 5-for-1 stock split of the Company’s common stock to be effected in the form of a stock dividend. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
 
Description
 
 
 
99.1
 
Press release dated May 15, 2015






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 15, 2015
 
CF INDUSTRIES HOLDINGS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/ Douglas C. Barnard
 
 
 
Name:
 
Douglas C. Barnard
 
 
 
Title:
 
Senior Vice President, General Counsel, and Secretary





EXHIBIT INDEX
Exhibit Number
Description
99.1
 
Press release dated May 15, 2015