CF Industries Holdings, Inc.

Regulatory Filings • Apr 14, 2022

Field: Rule-Page

Field: /Rule-Page

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Field: Rule-Page

Field: /Rule-Page

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Field: Rule-Page

Field: /Rule-Page

Date of Report (Date of earliest event reported): April 13, 2022

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.)

| 4
Parkway North Deerfield , Illinois | 60015 |
| --- | --- |
| (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. ¨

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1; Options: NewSection

Field: /Page

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 13, 2022, the board of directors of CF Industries Holdings, Inc., a Delaware corporation (the “Company”), amended the Company’s Fourth Amended and Restated Bylaws, as previously amended on April 20, 2018 and May 4, 2021 (the “Bylaws”), effective immediately, by amending the first sentence of Section 9 (Voting) of Article II (Meetings of Stockholders) of the Bylaws to replace the reference therein to “the holders of a majority of the total number of votes of the Corporation’s capital stock represented and entitled to vote thereat” with “the holders of a majority of the total number of votes of the Corporation’s capital stock represented and entitled to vote thereat (on such question).”

The foregoing general description of the amendment of the Bylaws is qualified in its entirety by reference to the text of the amendment, a copy of which is included as Exhibit 3.1 to this report and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description of Exhibit

3.1 Amendment to the Fourth Amended and Restated Bylaws of CF Industries Holdings, Inc., as amended on April 20, 2018 and May 4, 2021

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

Field: Page; Sequence: 2; Options: NewSection; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence

Field: /Page

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:
By:	/s/ Douglas C. Barnard
Name:	Douglas C. Barnard
Title:	Senior Vice President, General Counsel, and Secretary

Field: Page; Sequence: 3; Options: Last

Field: /Page