CF Industries Holdings Inc

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

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)

Proxy Statement

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2024 Annual Meeting of

Shareholders

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To Our Shareholders:

On behalf of your board of directors (the Board), it is our privilege to invite you to attend the 2024 annual meeting of shareholders of CF Industries Holdings, Inc. to be held virtually on Thursday, April 18, 2024, at 11:00 a.m. Central time. At the annual meeting, shareholders will vote on the matters set forth in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement and any other business matters properly brought before the annual meeting. Whether or not you are able to attend the annual meeting, we encourage you to read the enclosed materials and submit your proxy.

2023 Performance

CF Industries delivered outstanding performance in 2023 that reflected global nitrogen industry conditions favorable to our North American-based production network as well as continued strong execution across the business. Net earnings attributable to common shareholders for the year were $1.5 billion, EBITDA(1) was $2.7 billion and adjusted EBITDA(1) was $2.8 billion. Net cash from operations was $2.8 billion and free cash flow(2) was $1.8 billion.

We also advanced key strategic initiatives during the year. In December, we completed the acquisition of Incitec Pivot Limited’s ammonia production facility in Waggaman, Louisiana. The Waggaman acquisition will deliver immediate profitable growth by adding one of the newest and most energy efficient ammonia production units in North America into our existing network. Additionally, our green ammonia project at Donaldsonville was mechanically complete at year-end with commissioning activities underway while our landmark carbon capture and sequestration (CCS) project, also at Donaldsonville, continues to be on-track for start-up in 2025.

Clean Energy Strategic Focus

These initiatives represent tangible progress in support of CF Industries’ commitment to decarbonize our production network and leverage our unique capabilities to accelerate the world’s transition to clean energy. We remain very confident in the Company’s ability to execute this strategy, which we believe will open significant new long-term growth opportunities.

Decarbonization of the Company’s ammonia production network is at the heart of this strategy. Producing ammonia with a low- or zero-carbon footprint, as opposed to traditional production processes, enables its use as a clean energy source. This includes use as a low-carbon fertilizer to reduce the carbon footprint of food production and enable ethanol as a sustainable aviation fuel. It also includes new applications and sources of demand, such as power generation and as a marine shipping fuel.

In 2023, the Board reviewed roadmaps to meet the Company’s goals to reduce Scope 1 carbon dioxide equivalent emissions intensity by 25% by 2030 (compared to a 2015 baseline) and to achieve net zero carbon emissions by 2050. We believe these plans will keep CF Industries at the forefront of low-carbon ammonia production for the long-term.

The Board and management share a commitment to a disciplined approach to clean energy growth initiatives. While we take substantial steps today to decarbonize our existing network, we believe it is important to continue to evaluate new low-carbon ammonia production capacity to ensure it is well-matched with the development of global demand. For more information on the Company’s strategic focus on clean energy, please see the Proxy Statement Summary — Our Business and Strategy section.

Sustainable for the Long-Term

The Board remains deeply focused on all areas of the business that can impact our sustainability and strengthen the Company for the long-term. These include internal efforts, such as decarbonization initiatives, prioritizing the health and safety of our workers, and efforts to bolster Inclusion, Diversity and Equity (ID&E) within the Company. They also include external efforts such as stakeholder engagement and supporting our communities, including the launch of the CF Industries Foundation. Given the critical importance of these efforts to the Company, shareholders and stakeholders, the Board both oversees these topics as a whole and provides additional oversight and guidance through our Environmental Sustainability and Community Committee and Compensation and Management Development Committee.

We communicate our performance in these areas and others through our annual ESG and sustainability reporting, as well as our annual ID&E Report, which are available at www.cfindustries.com. There, you can also access our Global Reporting Initiative (GRI) Index in accordance with GRI Standards, Sustainability Accounting Standards Board (SASB) Index using the SASB framework for the chemicals industry, and Task Force on Climate-related Financial Disclosures (TCFD) Index utilizing the TCFD disclosure recommendations.

Governance of CF Industries

The accompanying Proxy Statement describes CF Industries’ corporate governance policies and practices that foster the Board’s oversight of the Company’s business strategies and practices. We believe the Board’s leadership structure and the experience and diversity of our directors has been, and continues to be, critical to our success. We recently added two new members to the Board, increasing our membership to 13 individuals.

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In October 2023, Sue Ellerbusch was elected to the Board. Sue brings extensive leadership, a global perspective and deep expertise in hydrogen, industrial gases and chemicals. She has already proven to be an important voice that the Board and management can rely on as we advance the Company’s strategy.

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In February 2024, Chris Bohn was appointed Executive Vice President and Chief Operating Officer and also elected to the Board. Chris has led most areas of the business in his nearly 15 years with CF Industries and has been instrumental in developing the Company’s clean energy strategy. We look forward to the additional contributions to the success of CF Industries that he will make as a member of the Board.

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Our 13 director nominees offer a diverse set of qualifications and perspectives and possess a wealth of leadership and professional experience, which contributes to the Board’s effectiveness in its oversight of strategy and risk management and providing guidance that positions the Company for long-term success. Of the 13 director nominees, 11 are independent, which includes our Chair of the Board and all committee chairs and members. Over half of the members of the Board have joined since 2017 and the composition of the Board is approximately 54% diverse (gender or racial/ethnic background).

A Bright Future

The ultimate objective in executing on our clean energy strategy as well as our enhanced activities across environmental, social and governance issues is creating long-term shareholder value. We do this by investing in growth while returning excess cash to shareholders through quarterly dividend payments, which we have increased twice recently and are now 67% higher than the end of 2020, and share repurchases including our current $3 billion authorization.

Our strong financial results and commitment to reward long-term shareholders have contributed to our record of outperformance in total shareholder return. We have exceeded our peer group on a 1-, 3-, 5-, 7- and 10-year basis, exceeded the Dow Jones U.S. Commodity Chemicals Index on a 3-, 5- and 7-year basis and exceeded the S&P 500 on a 3- and 7-year basis, with a similar return on a 5-year basis.

We believe CF Industries is well-positioned to build on this track record. The CF Industries team consistently delivers industry-leading operational performance. Our strategic focus on decarbonization and disciplined approach to clean energy growth initiatives places us at the forefront of low-carbon ammonia production. Taken together, we are confident in the Company’s long-term cash generation outlook and our ability to continue to create significant shareholder value in the years ahead.

Thank you for your continued trust in CF Industries. We look forward to discussing our corporate performance in 2023 and our strategy and vision for the future when we gather virtually for our annual meeting on April 18, 2024.

Sincerely,

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(1)

EBITDA is defined as net earnings attributable to common stockholders plus interest expense — net, income taxes and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for selected items as shown in Appendix A. See Appendix A for reconciliations of EBITDA and adjusted EBITDA to the most directly comparable GAAP measures.

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(2)

Free cash flow is defined as net cash from operating activities less capital expenditures and distributions to noncontrolling interest. See Appendix A for a reconciliation of free cash flow to the most directly comparable GAAP measure.

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2375 Waterview Drive

Northbrook, IL 60062

Tel: 847.405.2400

cfindustries.com

NOTICE OF ANNUAL MEETING OF

SHAREHOLDERS

Your vote is important. Please vote your shares promptly so that your shares will be represented whether or not you attend the Annual Meeting. To vote your shares, you may use the Internet as described on your Notice of Internet Availability of Proxy Materials and proxy card, call the toll-free telephone number listed on your proxy card or complete, sign, date, and return your proxy card. Submitting your proxy now will not prevent you from voting your shares during the Annual Meeting, as your proxy is revocable at your option.

By order of the board of directors,

Michael P. McGrane

Vice President, General Counsel, and Secretary