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CF INDUSTRIES ANNOUNCES ANNUAL MEETING VOTING RESULTS, ELECTS FIRST INDEPENDENT CHAIRMAN
Source: CF Industries news release

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."


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