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.
Copyright Business Wire 2014