CF Industries Announces Annual Meeting Voting Results

  CF Industries Announces Annual Meeting Voting Results

          Furbacher Becomes First Independent Chairman of the Board

Business Wire

DEERFIELD, Ill. -- May 21, 2014

CF Industries Holdings, Inc. (NYSE:CF) announced today that stockholders
overwhelmingly approved, by over 90 percent of the votes cast, all of
management’s proposals put forward at the company’s annual meeting. The
proposals included: election of the company’s nominees to continue to serve as
directors; elimination of all supermajority voting provisions in the company’s
charter; the right for holders of at least 25% of the company’s common stock
to call a special meeting of stockholders; and compensation for named
executive officers (say on pay). Following the annual meeting, the directors
appointed Stephen A. Furbacher as the company’s first independent chairman.

These changes are the result of the company’s ongoing engagement with
shareholders on matters of governance. In 2013 alone, management spoke
directly with stockholders representing more than half of the company’s
outstanding shares. In addition to the changes this year, in 2012 the company
adopted a majority voting standard for the election of directors. In 2013 the
company took the steps necessary to declassify the board so that as of the
2015 annual stockholders’ meeting, all directors will be up for election on an
annual basis. Also in 2013, the company published its inaugural corporate
sustainability report and began semi-annual reporting on its political
contributions. Additionally, the board modified its corporate governance
guidelines and amended the corporate governance and nominating committee
charter to reflect its intent to achieve greater director diversity.

“The positive relationships we have with our stockholders are critical to CF
Industries’ success,” said Tony Will, president and chief executive officer of
CF Industries Holdings, Inc. “We have expanded our shareholder engagement on
governance matters, and have incorporated their feedback in ways we believe
will enhance the long term value of the company.”

Mr. Furbacher, who becomes the company’s first independent chairman, has been
a member of CF Industries’ board since July 2007 and served as the company’s
lead independent director since 2009. Mr. Furbacher served as president and
chief operating officer of Dynegy Inc., a provider of wholesale power,
capacity, and ancillary services to utilities, cooperatives, municipalities,
and other energy companies, prior to his retirement in December 2007.

Mr. Furbacher takes over for Stephen R. Wilson, who served as CF Industries’
chairman since the company’s initial public offering in 2005 and its president
and chief executive officer from before the IPO until his retirement in
January 2014. Mr. Wilson decided not to stand for re-election to the board in
2014.

“I offer Steve (Wilson) thanks on behalf of our shareholders for exceptional
leadership,” Will further noted. “He leaves behind a strong company with an
experienced management team and an outstanding track record of shareholder
value creation. I welcome Steve Furbacher in his new role as our first
independent chairman. He has been an influential member of our board and I
look forward to working closely with him as we continue to generate value for
CF Industries’ shareholders.”

About CF Industries Holdings, Inc.

CF Industries Holdings, Inc., through its subsidiaries, is a global leader in
nitrogen fertilizer manufacturing and distribution, serving both agricultural
and industrial customers. CF Industries, headquartered in Deerfield, Illinois,
operates world-class nitrogen fertilizer manufacturing complexes in the
central United States and Canada and distributes plant nutrients through a
system of terminals, warehouses, and associated transportation equipment
located primarily in the midwestern United States. The company also owns 50
percent interests in GrowHow UK Limited, a fertilizer manufacturer in the
United Kingdom; an ammonia facility in The Republic of Trinidad and Tobago;
and KEYTRADE AG, a global fertilizer trading organization headquartered near
Zurich, Switzerland. CF Industries routinely posts investor announcements and
additional information on the company’s web site at www.cfindustries.com and
encourages those interested in the company to check there frequently.

Contact:

CF Industries Holdings, Inc.
Dan Swenson
Senior Director, Investor Relations and Corporate Communications
847-405-2515 – dswenson@cfindustries.com
 
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