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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):
January 31, 2024
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.) |
2375 Waterview Drive Northbrook,
Illinois |
|
|
|
60062 |
(Address
of principal
executive offices) |
|
|
|
(Zip
Code) |
Registrant’s telephone number, including
area code (847) 405-2400
4 Parkway North, Deerfield,
Illinois 60015
(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. |
On January 31, 2024, effective February 1, 2024, the board
of directors (the “Board”) of CF Industries Holdings, Inc. (the “Company”) appointed Christopher D. Bohn to serve
as the Company’s Executive Vice President and Chief Operating Officer and elected Mr. Bohn to the Board. Mr. Bohn is continuing
to serve as the Company’s Chief Financial Officer until the appointment of his successor in that capacity.
In connection with Mr. Bohn’s appointment as Executive Vice President
and Chief Operating Officer, the Compensation and Management Development Committee of the Board approved the following compensation changes
for Mr. Bohn: (i) effective as of February 1, 2024, Mr. Bohn’s annual base salary rate was increased to $800,000 and his target
annual incentive opportunity under the Company’s short-term incentive program was increased to 100% of his base salary and (ii) on
February 1, 2024, Mr. Bohn was granted an award of 12,897 restricted stock units (with each restricted stock unit representing
one share of the Company’s common stock) (the “RSU Award”). The RSU Award was granted under the Company’s 2022
Equity and Incentive Plan (the “Plan”) and will vest on January 3, 2027, subject to Mr. Bohn’s continued employment
or qualifying service with the Company through such date, and subject to accelerated vesting in connection with a Change in Control (as
defined in the Plan) or Mr. Bohn’s death or Disability (as defined in Mr. Bohn’s award agreement). Mr. Bohn will not receive
any additional compensation for his service as a director.
Prior to the effectiveness of his appointment as the Company’s
Executive Vice President and Chief Operating Officer, Mr. Bohn, age 56, served as the Company’s Executive Vice President
and Chief Financial Officer since July 2023. He was previously the Company’s Senior Vice President and Chief Financial Officer from
September 2019 to July 2023, its Senior Vice President, Manufacturing and Distribution, from May 2016 to September 2019, its Senior Vice
President, Manufacturing, from January 2016 to May 2016, its Senior Vice President, Supply Chain, from January 2015 to December 2015,
its Vice President, Supply Chain, from January 2014 to December 2014, its Vice President, Corporate Planning, from October 2010 to January
2014 and its Director, Corporate Planning and Analysis, from September 2009 to October 2010. Prior to joining the Company, Mr. Bohn served
as chief financial officer for Hess Print Solutions from August 2007 to September 2009. Earlier in his career, Mr. Bohn was vice president
global financial planning and analysis for Merisant Worldwide, Inc. He holds a B.S. degree in finance from Indiana University and an M.M.
degree (M.B.A.) from the Kellogg Graduate School of Management at Northwestern University.
| Item 7.01 | Regulation FD Disclosure. |
On February 5, 2024, the Company issued a press release regarding
Mr. Bohn’s appointment as Executive Vice President and Chief Operating Officer and election to the Board. The press release is furnished
as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
The information furnished in this Item 7.01 and Exhibit 99.1
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 |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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: |
February 5, 2024 |
CF INDUSTRIES HOLDINGS, INC. |
|
|
|
|
|
|
By: |
/s/ Michael P. McGrane |
|
|
Name: |
Michael P. McGrane |
|
|
Title: |
Vice President, General Counsel, and Secretary |
Exhibit 99.1
2375 Waterview Drive
Northbrook, IL 60062
www.cfindustries.com
For additional information:
Media |
Investors |
Chris
Close |
Darla
Rivera |
Senior
Director, Corporate Communications |
Director,
Investor Relations |
847-405-2542
– cclose@cfindustries.com |
847-405-2045
– darla.rivera@cfindustries.com |
Christopher D.
Bohn Appointed Executive Vice President and Chief Operating Officer of CF Industries Holdings, Inc., Elected to Board of Directors
NORTHBROOK, Ill. – February 5,
2024 – CF Industries Holdings, Inc. (NYSE: CF) today announced that Christopher D. Bohn has been appointed Executive Vice President
and Chief Operating Officer and has been elected to the Company’s Board of Directors, effective February 1, 2024.
Mr. Bohn will lead global manufacturing,
distribution, sales and supply chain, including the Company’s clean energy initiatives. He will be accountable for operational
excellence focused on safety, productivity and long-term growth. Mr. Bohn is currently Executive Vice President and Chief Financial Officer
with responsibility for strategic planning, business development and investor relations. He joined CF Industries in September 2009.
“Chris has experience leading
most areas of our business and has been instrumental in developing and growing our clean energy strategy. He will continue to drive operational
excellence across the organization while managing a range of complex growth initiatives,” said Tony Will, president and chief executive
officer, CF Industries Holdings, Inc. “This promotion and his election to the Board recognize his strong leadership and future
contributions to CF Industries.”
Mr. Bohn has more than 14 years of experience
in the nitrogen fertilizer sector, including developing and leading the Company’s Clean Energy business. He has also been instrumental
in developing and executing capital deployment and growth initiatives and brings proven disciplined leadership to the role. He previously
served CF Industries as Executive Vice President and Chief Financial Officer; Senior Vice President, Manufacturing and Distribution;
Vice President, Supply Chain; and Vice President, Corporate Planning.
Mr. Bohn will continue to serve as Chief
Financial Officer until a permanent replacement has been appointed. An external search is underway.
About CF Industries Holdings,
Inc.
At CF Industries, our mission is to
provide clean energy to feed and fuel the world sustainably. With our employees focused on safe and reliable operations, environmental
stewardship, and disciplined capital and corporate management, we are on a path to decarbonize our ammonia production network –
the world’s largest – to enable green and blue hydrogen and nitrogen products for energy, fertilizer, emissions abatement
and other industrial activities. Our manufacturing complexes in the United States, Canada, and the United Kingdom, an unparalleled storage,
transportation and distribution network in North America, and logistics capabilities enabling a global reach underpin our strategy to
leverage our unique capabilities to accelerate the world’s transition to clean energy. CF Industries routinely posts investor announcements
and additional information on the Company’s website at www.cfindustries.com and encourages those interested in the Company to check
there frequently.
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