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Shareholders back CF Industries (NYSE: CF) board slate in 2026 vote

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CF Industries Holdings, Inc. reported the results of its 2026 annual meeting of shareholders held on April 28, 2026. Shareholders elected 11 director nominees, each receiving between about 124.8 million and 130.8 million votes in favor, with relatively low levels of opposition and abstentions.

Shareholders also voted on three additional matters, which received between 67.0 million and 124.5 million votes in favor and varying levels of votes against and broker non-votes. The filing records these outcomes as the official voting results for the meeting.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Meeting date April 28, 2026 Date of 2026 annual meeting of shareholders
Votes for Christopher D. Bohn 130,827,037 votes Director election at 2026 annual meeting
Votes for Robert C. Arzbaecher 124,786,278 votes Director election at 2026 annual meeting
Largest non-director item support 124,543,804 votes for One of the three additional shareholder matters
Closest non-director item support 67,007,602 votes for Another shareholder matter with narrower margin
Broker non-votes (directors) 6,016,856 shares Broker non-votes on each director election
Additional matter votes 121,594,500 votes for One of the three non-director shareholder matters
annual meeting of shareholders financial
"held its 2026 annual meeting of shareholders (the “Annual Meeting”) on April 28, 2026"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
broker non-votes financial
"Abstentions | | Broker Non-Votes Javed Ahmed | | 130,655,791 ... | | 6,016,856"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
trading symbol(s) financial
"Title of each class | | Trading symbol(s) | | Name of each exchange"
Understanding 8-K Material Events →
false 0001324404 0001324404 2026-04-28 2026-04-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): April 28, 2026

 

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

 

(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 5.07Submission of Matters to a Vote of Security Holders.

 

CF Industries Holdings, Inc. (the “Company”) held its 2026 annual meeting of shareholders (the “Annual Meeting”) on April 28, 2026. The final voting results for the matters submitted to a vote of the Company’s shareholders 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 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  130,655,791  722,662  224,681  6,016,856
Robert C. Arzbaecher  124,786,278  6,662,478  154,378  6,016,856
Christopher D. Bohn  130,827,037  624,911  151,186  6,016,856
Deborah L. DeHaas  130,775,957  677,436  149,741  6,016,856
John W. Eaves  129,376,158  2,075,637  151,339  6,016,856
Susan A. Ellerbusch  130,479,696  973,712  149,726  6,016,856
Jesus Madrazo Yris  130,732,309  646,250  224,575  6,016,856
Anne P. Noonan  129,529,493  1,924,543  149,098  6,016,856
Michael J. Toelle  128,662,079  2,790,189  150,866  6,016,856
Theresa E. Wagler  128,622,915  2,824,077  156,142  6,016,856
Celso L. White  130,733,118  718,821  151,195  6,016,856

 

2.Advisory vote to approve the compensation of the Company’s named executive officers:

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
121,594,500  9,719,484  289,150  6,016,856

 

3.Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2026:

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
124,543,804  12,902,218  173,968  0

 

4.Shareholder proposal regarding shareholder approval requirement for excessive golden parachutes:

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
67,007,602  62,968,087  1,627,445  6,016,856

 

 

 

 

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 4, 2026 CF INDUSTRIES HOLDINGS, INC.
       
       
    By: /s/ Michael P. McGrane
    Name: Michael P. McGrane
    Title: Senior Vice President, General Counsel, and Secretary

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did CF (CF Industries Holdings, Inc.) disclose in this Form 8-K?

CF Industries reported the official voting results from its 2026 annual meeting of shareholders. The filing details election outcomes for 11 directors and vote totals for three additional shareholder matters, including votes for, votes against, abstentions, and broker non-votes.

How did CF shareholders vote on director nominees at the 2026 annual meeting?

Shareholders elected 11 director nominees, each receiving strong majority support. For example, Christopher D. Bohn received 130,827,037 votes for and 624,911 against, with 151,186 abstentions and 6,016,856 broker non-votes recorded in the results.

Were there broker non-votes reported in CF’s 2026 shareholder meeting results?

Yes. The director elections and one of the additional shareholder matters show 6,016,856 broker non-votes. Broker non-votes occur when brokers hold shares but are not instructed how to vote on certain proposals, so those shares are not counted as for or against.

How many votes supported the most contested non-director item for CF (CF) shareholders?

One non-director item received 67,007,602 votes for, 62,968,087 against, and 1,627,445 abstentions, plus 6,016,856 broker non-votes. This closer split contrasts with the stronger margins seen in director elections and highlights more divided shareholder views on that particular matter.

When was CF Industries’ 2026 annual meeting of shareholders held?

The annual meeting took place on April 28, 2026. CF Industries used this meeting for shareholders to elect directors and vote on three additional matters, and later recorded the final vote counts in this Form 8-K filed with the Securities and Exchange Commission.

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