CF Industries AGM: Shareholders Approve Golden Parachute Proposal as Board, Pay Votes Pass

Key Points

• Shareholders approved the shareholder proposal requiring board approval for “excessive” severance arrangements (golden parachutes) and also elected all 11 director nominees, passed the advisory say-on-pay vote, and ratified KPMG as auditor.
• CEO Chris Bohn highlighted strong 2025 operational and capital-return results — 10.1 million tons of ammonia at 97% utilization, a record low safety incident rate, and $1.7 billion returned to shareholders (including $1.3 billion to repurchase 16.6 million shares) — while noting progress on the Blue Point JV and the Donaldsonville carbon‑capture project generating 45Q tax credits.

CF Industries NYSE: CF held its 2026 annual meeting of shareholders via webcast, where investors voted on director elections, executive compensation, the company’s auditor, and a shareholder proposal related to “golden parachute” severance arrangements. Management also highlighted 2025 operational performance, major strategic initiatives, and addressed shareholder questions on fertilizer pricing during geopolitical disruptions and recent insider selling.

Meeting logistics and voting items

General Counsel and Corporate Secretary Mike McGrane opened the formal portion of the meeting with a standard forward-looking statements disclaimer and reviewed procedures for voting and submitting questions. McGrane said March 5, 2026, was the record date for shareholders eligible to vote and reported that 153,616,434 shares of common stock were outstanding and entitled to vote as of that date. A quorum was present, he said.

McGrane outlined four proposals put before shareholders:

• Election of 11 director nominees to serve until the 2027 annual meeting
• An advisory vote on compensation of the company’s named executive officers
• Ratification of KPMG LLP as the independent registered public accounting firm for 2026
• A shareholder proposal regarding a shareholder approval requirement for “excessive golden parachutes,” if properly presented

McGrane said the board of directors unanimously recommended votes for Proposals 1, 2, and 3, and unanimously recommended a vote against Proposal 4. He noted that KPMG engagement partner Andrea Rodbro attended the meeting via webcast.

Board transitions noted by chair and CEO

Chair Anne Noonan recognized director Steve Hagge, who she said had been on the board since 2010 and served as chair beginning in 2022, and who elected to retire. “During this time, he has provided outstanding leadership, insight, and direction to the company,” Noonan said.

Later, CEO and Director Chris Bohn also recognized the retirement from the board of his predecessor, Tony Will, citing Will’s “safety-first mentality” and “disciplined investments and execution,” which Bohn said helped position CF Industries as an industry leader.

Shareholder proposal on golden parachutes

Shareholder John Chevedden presented Proposal 4, requesting that the board seek shareholder approval of any senior manager’s new or renewed pay package that provides severance payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus short-term bonus. Chevedden said the proposal would apply only to named executive officers and that the provision should be included in the company’s governance guidelines or a similar document.

Chevedden said the proposal received 44% support at CF Industries’ 2025 annual meeting and argued that the measure “places no limit on long-term equity pay or any other type pay.” He also said similar proposals had received majority support at other companies, including FedEx, Spirit AeroSystems, Alaska Air, AbbVie, and Fiserv.

Preliminary vote results

After polls closed, McGrane reported preliminary results provided by the inspector of election. He said all director nominees were elected, the advisory say-on-pay vote passed, and KPMG’s appointment was ratified. McGrane also said the shareholder proposal on “excessive golden parachutes” passed.

McGrane said final voting results would be reported in a Form 8-K filing.

CEO remarks: 2025 performance, projects, and shareholder returns

In prepared remarks, Bohn said CF Industries delivered “strong results in 2025,” citing operational performance, the company’s manufacturing and distribution network, and “constructive global nitrogen industry dynamics.” He said safety remained the top priority, reporting a full-year recordable incident rate of 0.26 incidents per 200,000 hours worked and the company’s “lowest-ever number of process safety events.”

Bohn said those results enabled CF Industries to produce 10.1 million tons of gross ammonia in 2025, representing a 97% utilization rate. He also discussed progress on strategic initiatives, including:

• A positive final investment decision for the Blue Point joint venture with JERA and Mitsui to build what he described as the world’s largest ammonia plant
• Commissioning of the Donaldsonville carbon capture and sequestration project, which Bohn said is generating 45Q tax credits

On capital returns, Bohn said CF Industries returned $1.7 billion to shareholders in 2025, including more than $1.3 billion used to repurchase 16.6 million shares, or approximately 10% of the shares outstanding at the beginning of the year.

Bohn also said the company would release first-quarter 2026 earnings the following week and would discuss global nitrogen market conditions, “including the impact of the conflict with Iran.”

Q&A: fertilizer pricing and insider selling

In response to a shareholder question about Senator Josh Hawley’s accusation of price gouging tied to sharp increases in urea prices during supply disruptions, Bohn said nitrogen fertilizer is a globally traded commodity and priced based on global supply and demand. He said that “given the Iran conflict,” roughly “about 30% of the globally traded supply” was removed from being traded in that timeframe, leading to what he called a temporary price move from a “significant supply shock.”

Bohn said CF Industries’ focus is on increasing supply in the short and long term. In the short term, he said the company prioritized U.S. farmers, moved product into the Midwest from its production facilities, shifted maintenance timing to produce “up to over 100,000 tons more of urea” for the application season, and transitioned logistics assets to help product reach required destinations. Longer term, Bohn pointed to the ammonia plant project in Louisiana with JERA and Mitsui, saying the site has the option to build additional ammonia and urea units.

Addressing a question about reports of more than $72 million in insider selling over a recent three-month period, Bohn said the share price increased after the Iran conflict began and that “a majority” of those making sales had since retired from the company and were long-term holders. He added that he did not make any sales during that time, saying he sees “significant upside” in the shares going forward.

The meeting concluded after the Q&A session, with management noting a replay would be posted to the company’s website in the following days.

About CF Industries NYSE: CF

CF Industries Holdings, Inc is a leading global manufacturer of hydrogen and nitrogen products for agricultural and industrial customers. The company specializes in the production of ammonia, granular urea, urea ammonium nitrate (UAN), nitric acid and ammonium nitrate, which serve as key inputs for fertilizer blends, industrial chemicals and other downstream applications.

Headquartered in Deerfield, Illinois, CF Industries operates production facilities and distribution terminals across North America and the United Kingdom.

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