8-K
CF Industries Holdings, Inc. (CF)
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):
January 2, 2025
CF
Industries Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32597 | 20-2697511 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> of incorporation) | (Commission<br> File Number) | (IRS<br> Employer<br><br> Identification No.) |
| 2375 Waterview Drive **** <br>Northbrook , Illinois | 60062 | |
| --- | --- | |
| (Address<br> of principal <br><br> executive offices) | (Zip<br> 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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br>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 ofCertain Officers. |
|---|
On January 2, 2025, the Compensation and Management Development Committee of the Board of Directors of CF Industries Holdings, Inc. (the “Company”) approved a retention award under the Company’s 2022 Equity and Incentive Plan (the “Plan”) to Susan L. Menzel, the Company’s Executive Vice President and Chief Administrative Officer, of 28,637 restricted stock units (“RSUs”). Subject to Ms. Menzel’s continued employment or qualifying service with the Company, and subject to accelerated vesting in connection with a Change in Control (as defined in the Plan) or Ms. Menzel’s death or Disability (as defined in the award agreement), the RSUs will vest in full on January 2, 2028. The retention award was effected under the Company’s standard form of award agreement, except that the award does not provide for pro-rata vesting in the event of Ms. Menzel’s retirement prior to the final vesting date.
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SIGNATURE
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: January<br> 6, 2025 | CF INDUSTRIES HOLDINGS, INC. | |
|---|---|---|
| By: | /s/ Michael P. McGrane | |
| Name: | Michael P. McGrane | |
| Title: | Vice President, General Counsel, and Secretary |
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