--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-056516" form_type: "8-K" ticker: "CF" cik: "0001324404" company_name: "CF Industries Holdings, Inc." filed_at: "2023-05-05T23:59:59+00:00" generated_at: "2026-06-15T16:08:42.289034+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # CF Industries shareholders approve officer exculpation amendment to charter ## Summary - Third Amended and Restated Certificate of Incorporation adds officer liability exculpation as permitted by Delaware law. - Amendment became effective May 5, 2023 upon filing with Delaware Secretary of State. - All 11 director nominees elected; KPMG ratified as auditor for 2023. - Advisory vote on executive compensation passed with over 92% of votes cast in favor. - Board set annual advisory vote on executive compensation after frequency vote. ## SEC filing metadata - accession: 0001104659-23-056516 - form_type: 8-K - ticker: CF - cik: 0001324404 - company_name: CF Industries Holdings, Inc. - filed_at: 2023-05-05T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 3.03, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1324404/000110465923056516/0001104659-23-056516-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1324404/000110465923056516/tm2314834d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-056516 - JSON: https://secwatch.observer/filing/0001104659-23-056516.json - Plain text: https://secwatch.observer/filing/0001104659-23-056516.txt ## Key facts - Governance Changes CF Industries Holdings, Inc.: Shareholders approved and adopted the Third Amended and Restated Certificate of Incorporation to add officer exculpation provision and make conforming/technical revisions (effective 2023-05-05). - Change: charter amendment - Effective: 2023-05-05 source text: At the 2023 annual meeting of shareholders of the Company (the “Annual Meeting”), held on May 3, 2023, the Company’s shareholders approved and adopted an amended and restated certificate of incorporation (the “Third Amended and Restated Certificate of Incorporation”) to add to the Company’s certificate of incorporation a provision exculpating certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law, and to make various conforming and technical revisions to the Company’s certificate of incorporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1324404/000110465923056516/0001104659-23-056516-index.htm - Shareholder Votes CF Industries Holdings, Inc. shareholders approved Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2023 at the 2023-05-03 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-03 source text: Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2023: Votes For Votes Against Abstentions Broker Non-Votes 160,581,838 11,008,180 56,878 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1324404/000110465923056516/0001104659-23-056516-index.htm - Shareholder Votes CF Industries Holdings, Inc. shareholders approved Approval and adoption of an amendment and restatement of the Company’s certificate of incorporation to limit the liability of certain officers and make various conforming and technical revisions at the 2023-05-03 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-03 source text: Approval and adoption of an amendment and restatement of the Company’s certificate of incorporation to limit the liability of certain officers and make various conforming and technical revisions: Votes For Votes Against Abstentions Broker Non-Votes 146,770,904 16,206,213 518,362 8,151,417 evidence_url: https://www.sec.gov/Archives/edgar/data/1324404/000110465923056516/0001104659-23-056516-index.htm - Shareholder Votes CF Industries Holdings, Inc. shareholders approved Election of directors at the 2023-05-03 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-03 source text: 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 Company’s 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 156,765,941 6,665,280 64,258 8,151,417 Robert C. Arzbaecher 157,829,902 5,552,296 113,281 8,151,417 Deborah L. DeHaas 162,607,873 816,657 70,949 8,151,417 John W. Eaves 160,316,570 3,091,408 87,501 8,151,417 Stephen J. Hagge 151,868,409 11,535,857 91,213 8,151,417 Jesus Madrazo Yris 157,168,799 6,258,310 68,370 8,151,417 Anne P. Noonan 155,235,906 8,171,365 88,208 8,151,417 Michael J. Toelle 162,398,989 1,029,505 66,985 8,151,417 Theresa E. Wagler 160,979,035 2,427,929 88,515 8,151,417 Celso L. White 157,168,356 6,248,342 78,781 8,151,417 W. Anthony Will 163,031,873 395,316 68,290 8,151,417 evidence_url: https://www.sec.gov/Archives/edgar/data/1324404/000110465923056516/0001104659-23-056516-index.htm - Shareholder Votes CF Industries Holdings, Inc. shareholders rejected Shareholder proposal regarding an independent board chair at the 2023-05-03 meeting. - Outcome: failed - Meeting: 2023-05-03 source text: Shareholder proposal regarding an independent board chair: Votes For Votes Against Abstentions Broker Non-Votes 50,045,287 113,094,195 355,997 8,151,417 evidence_url: https://www.sec.gov/Archives/edgar/data/1324404/000110465923056516/0001104659-23-056516-index.htm - Shareholder Votes CF Industries Holdings, Inc. shareholders approved Advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers at the 2023-05-03 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-03 source text: Advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers: 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 160,234,152 132,020 3,034,889 94,418 8,151,417 evidence_url: https://www.sec.gov/Archives/edgar/data/1324404/000110465923056516/0001104659-23-056516-index.htm - Shareholder Votes CF Industries Holdings, Inc. shareholders approved Advisory vote to approve the compensation of the Company’s named executive officers at the 2023-05-03 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-03 source text: Advisory vote to approve the compensation of the Company’s named executive officers: Votes For Votes Against Abstentions Broker Non-Votes 153,807,924 9,254,455 433,100 8,151,417 evidence_url: https://www.sec.gov/Archives/edgar/data/1324404/000110465923056516/0001104659-23-056516-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.