Additional Proxy Soliciting Materials (definitive) (defa14a)
March 10 2021 - 5:15PM
Edgar (US Regulatory)
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x
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Filed by a Party other than the Registrant o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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x
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Soliciting Material under §240.14a-12
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CF
INDUSTRIES HOLDINGS, INC.
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(Name of Registrant
as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities
to which transaction applies:
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(2)
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Aggregate number of securities
to which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated
and state how it was determined):
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(4)
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Proposed maximum aggregate
value of transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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o
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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4 Parkway North, Suite 400
Deerfield, IL 60015
www.cfindustries.com
For additional information:
Media
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Investors
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Chris Close
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Martin Jarosick
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Director, Corporate Communications
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Vice President, Investor Relations
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847-405-2542 – cclose@cfindustries.com
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847-405-2045 – mjarosick@cfindustries.com
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Deborah L. DeHaas Nominated for Election
to
Board of Directors of CF Industries Holdings,
Inc.
DEERFIELD, IL – March 10, 2021 – CF Industries Holdings,
Inc. (NYSE: CF) today announced that Deborah L. DeHaas, former vice chairman and managing partner of the Center for Board Effectiveness
at Deloitte, has been nominated for election to the Company’s Board of Directors at its annual meeting of shareholders to
be held on May 4, 2021.
“We are thrilled at the opportunity to have Deb join the
CF Industries Board,” said Stephen A. Furbacher, chairman of the board, CF Industries Holdings, Inc. “Deb’s leadership
and extensive expertise in accounting and finance, sustainability, human capital and corporate governance will serve the Board
and our management team well as the Company advances its clean energy growth strategy. We look forward to her contributions as
we work together to create long-term value for our shareholders.”
Following the election of Ms. DeHaas by CF Industries’
shareholders at the 2021 Annual Meeting, she is expected to join the Board’s Audit Committee and Environmental Sustainability
and Community Committee. She will be the seventh new independent director added to the CF Industries Board of Directors in the
last seven years.
About Deborah L. DeHaas
Deborah L. DeHaas retired from Deloitte as a Vice Chairman and
the Managing Partner of the Center for Board Effectiveness in September 2020. Ms. DeHaas held numerous leadership roles at Deloitte
during her 18 years of service to the firm, including as the firm's first Chief Inclusion Officer, as the Regional Managing Partner
for the Midwest and Central regions of Deloitte—in which role she led the quality, client satisfaction, growth, marketplace
and talent initiatives for over 10,000 professionals in fourteen states—as the Chicago Office Managing Partner, as a member
of the Deloitte US board of directors, and as a member of the US Executive Committee. Before joining Deloitte, she was a partner
at Arthur Andersen. Ms. DeHaas has served as the Chief Executive Officer of Corporate Leadership Center since November 2020. She
currently serves on the Board and Executive Committee of the Sustainability Accounting Standards Board Foundation Board. She is
also a trustee and chair of the audit committee at both Northwestern University and the University of Denver. Ms. DeHaas is also
a member of the board of directors of Dover Corporation, a diversified global manufacturer and solutions provider, since February
2021.
About CF Industries Holdings, Inc.
CF Industries is a leading global manufacturer of hydrogen
and nitrogen products for clean energy, emissions abatement, fertilizer, and other industrial applications. We operate
manufacturing complexes in the United States, Canada, and the United Kingdom, which are among the most cost-advantaged,
efficient, and flexible in the world, and an unparalleled storage, transportation and distribution network in North America.
Our 3,000 employees focus on safe and reliable operations, environmental stewardship and disciplined capital and corporate
management, driving our strategy to leverage and sustainably grow the world’s most advantaged hydrogen and nitrogen
platform to serve customers, creating long-term shareholder value. 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.
Additional Information
This communication may be deemed to be soliciting material in
respect of the 2021 annual meeting of shareholders (the “2021 Annual Meeting”) of CF Industries Holdings, Inc. (“CF
Industries”). CF Industries intends to file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”)
in connection with the solicitation of proxies for the 2021 Annual Meeting. Shareholders are urged to read the proxy statement
and other relevant documents filed or to be filed with the SEC when they become available because they contain or will contain
important information. Shareholders will be able to get copies of the proxy statement and other documents filed with the SEC by
CF Industries for free at the SEC’s Internet website, www.sec.gov. Copies of those documents will also be available
free of charge through CF Industries’ Internet website, www.cfindustries.com.
Participants in the Solicitation
CF Industries and its directors will be, and certain executive
officers of CF Industries may be deemed to be, participants in the solicitation of proxies from CF Industries’ shareholders
in connection with the 2021 Annual Meeting. Information regarding CF Industries’ directors and executive officers is available
in CF Industries’ proxy statement for its 2020 annual meeting of shareholders, which was filed with the SEC on April 8, 2020,
and in filings by CF Industries’ directors and executive officers with the SEC on Forms 3, 4 and 5. Additional information
regarding the identity of potential participants in the solicitation and their direct or indirect interests, by security holdings
or otherwise, will be included in the proxy statement and other relevant documents to be filed by CF Industries with the SEC in
connection with the 2021 Annual Meeting. These documents may be obtained free of charge on the SEC’s Internet website and
through CF Industries’ Internet website as described above under “Additional Information.”
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