Cf Industries Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eleven director nominees named in the proxy statement to serve until the next annual meeting.

2. 2

   Advisory Vote to Approve Compensation of Named Executive Officers ("Say on Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the company’s executive compensation disclosure and the compensation arrangements for named executive officers as described in the Compensation Discussion and Analysis and related tables. Management seeks shareholder approval to validate its pay practices, which emphasize pay-for-performance through a mix of base salary, short-term incentives tied mainly to Adjusted EBITDA, and long-term equity incentives weighted toward performance-restricted units tied to RONA with a TSR modifier. The Board and compensation committee argue the program is calibrated to the cyclicality of the fertilizer industry, balances short- and long-term incentives, and incorporates safety and clean-energy milestones to align management actions with strategic priorities. The company notes robust shareholder engagement and high historical support for its executive compensation decisions as evidence the program is market-competitive and aligned with shareholder interests. The advisory vote is non-binding, but the Board and compensation committee state they will consider the voting outcome when setting future compensation. Key governance features include independent committee oversight, stock ownership guidelines, clawback policy, prohibition on hedging and pledging, and no new excise tax gross-ups, which management cites to mitigate excessive risk-taking. Given recent strong financial performance (Adjusted EBITDA, cash returns to shareholders, and progress on low-carbon projects), management believes the compensation delivered appropriately rewarded execution and is justified. The Board recommends a vote FOR the proposal to confirm alignment between pay outcomes and shareholder value creation.

3. 3

   Ratification of Selection of Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the audit committee’s selection of KPMG LLP as CF Industries’ independent registered public accounting firm for 2026.

4. 4

   Shareholder Proposal Regarding Shareholder Approval Requirement for Excessive Golden Parachutes

   Shareholder — John CheveddenBoard: AGAINST

   A shareholder-submitted proposal requesting the Board to adopt a policy seeking shareholder approval for any new or renewed severance/termination packages for named executive officers exceeding 2.99 times base salary plus target bonus.

   More detail

   The proponent argues that shareholders should have an explicit, non-binding vote when any new or renewed severance or termination package for a named executive officer exceeds 2.99 times base salary plus target short‑term bonus, contending this provides accountability for excessive golden parachutes while not limiting other forms of pay. The requested policy would require the Board to submit such arrangements to a shareholder vote (or at least include the rule in governance guidelines), with a clear definition of ‘‘severance or termination payments’’ and ‘‘estimated total value’’ that captures accelerated equity vesting, tax gross-ups, perquisites, and other termination-related payments. Management counters that the compensation and management development committee—composed of independent directors—must retain flexibility to design competitive termination and change-in-control arrangements and that ‘‘double-trigger’’ protections and other plan features already mitigate misaligned incentives. The Board emphasizes that requiring shareholder approval for particular termination arrangements would be unduly restrictive, may impede the company’s ability to recruit and retain leaders, and could introduce costly delays and uncertainty at times when decisive action is needed. Company disclosures also note high historical shareholder support for its compensation programs and active, ongoing shareholder engagement as alternative governance mechanisms. Contextually, CF Industries operates in a cyclical, capital‑intensive industry pursuing large decarbonization projects and significant M&A/joint venture activity (e.g., Blue Point JV), where alignment of management incentives and retention through change-of-control provisions can be material to execution. For an analyst evaluating governance trade-offs, the core tensions are between enhancing shareholder oversight over extraordinary termination payouts versus preserving board and committee agility to structure market‑competitive packages that enable value‑maximizing transactions; historical shareholder support and existing governance safeguards weigh against, while the recent 44% prior support for a similar proposal indicates meaningful shareholder concern that may merit further engagement or targeted policy refinements.

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When is the Cf Industries Holdings Inc 2026 annual meeting?

Cf Industries Holdings Inc (CF) holds its 2026 annual shareholder meeting on Tuesday, April 28, 2026.

What is the record date for the Cf Industries Holdings Inc 2026 meeting?

The record date for the Cf Industries Holdings Inc 2026 meeting is Thursday, March 5, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cf Industries Holdings Inc's 2026 meeting?

The board is presenting 11 director nominees at the Cf Industries Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cf Industries Holdings Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Cf Industries Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.