Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On December 13, 2022, the Compensation and Management Development Committee (the "Committee") of the board of directors (the "Board") of CF Industries Holdings, Inc. (the "Company") amended and restated the CF Industries Holdings, Inc. Annual Incentive Plan (the "AIP"), effective for periods on and after January 1, 2023. Under the AIP, the Committee will be responsible for administering the annual cash incentive program for executive officers of the Company, including establishing the formula and performance targets upon which annual incentives bonuses for a performance year will be based, setting the executive officers' target awards, and determining the level of satisfaction of the performance targets and the actual amount of the bonuses that will be paid to executive officers based upon the performance. Payment under the AIP is made in cash no later than two and one-half months after the end of the performance year. To receive a payment, a participant generally must be employed on the last day of the performance year (subject to payment based on an employee's base earnings during the year in the event of death, disability or retirement, or unless otherwise provided in a separate agreement conferring rights on a participant or otherwise determined by the Committee). Additionally, in the event of a "change in control" (as defined in the AIP), (i) for employees whose employment terminates during such year for the reasons described above and (ii) for employees who remain employed, the performance goals applicable to the AIP bonus payment will be determined based on the greater of actual and target level performance, as determined by the Committee, as constituted immediately prior to the change in control and in each case, the performance period will be deemed to end on the date of the change in control and AIP bonuses will be deemed vested and earned.

The foregoing summary is qualified in its entirety by reference to the full text of the AIP, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

The form of Performance Restricted Stock Unit Award Agreement, approved by the Committee on December 13, 2022, for awards of performance restricted stock units under the CF Industries Holdings, Inc. 2022 Equity and Incentive Plan is attached as Exhibit 10.2 to this report.

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


           Year.

On December 13, 2022, effective on such date, the Board adopted amendments to the Company's bylaws, in the form of the Company's Fifth Amended and Restated Bylaws (the "Bylaws"). The bylaw changes effected by the amendments include, among others:

? adjustments to reflect that meetings of stockholders may be held virtually

(solely by means of remote communication) in the manner authorized by the

General Corporation Law of the State of Delaware (the "DGCL");

? clarification that the Board may postpone, reschedule or cancel any annual

meeting of stockholders; may postpone or reschedule any special meeting of

stockholders; may cancel any stockholder meeting called by the Secretary

pursuant to a Special Meeting Request, as defined in Section 3 of Article II of

the Bylaws, as provided in the eighth paragraph of such Section 3; and may

cancel any other special meeting of stockholders;

? changing from ten days to five business days after the applicable reference

date, in connection with any Special Meeting Request, the time within which

evidence of the requisite beneficial ownership and an update of each requesting

stockholder's notice must be delivered to the Company;

? changes to reflect the universal proxy rules promulgated by the U.S. Securities

and Exchange Commission, including the addition of provisions

? requiring that any Special Meeting Request relating to director nominations

include the information required by Rule 14a-19 under the Securities Exchange

Act of 1934, as amended (the "Exchange Act"), and be accompanied by a written

consent of each proposed nominee to being named as a nominee in any proxy

statement relating to the special meeting of stockholders and that, in

connection with such a Special Meeting Request, the requesting stockholders

provide reasonable evidence to the Company, not later than five business days

prior to the date of the applicable special meeting of stockholders, that the

solicitation requirement of Rule 14a-19(a)(3) under the Exchange Act has been

satisfied;

? establishing a stockholder's compliance with Rule 14a-19 under the Exchange Act

as a prerequisite for such stockholder to nominate a person for election as a

director at a meeting of stockholders under the advance notice procedures in

the Bylaws, requiring that such stockholder's notice to the Company of any such

nomination include the information required by Rule 14a-19 and be accompanied

by the nominee's consent to being named in any proxy statement relating to the

applicable meeting of stockholders and requiring that such stockholder provide

reasonable evidence, not later than five business days after such stockholder

files a definitive proxy statement in connection with such meeting, of such

stockholder's having satisfied the solicitation requirement of

Rule 14a-19(a)(3) under the Exchange Act; and

? providing for a stockholder's nomination of a candidate for election as a

director pursuant to a Special Meeting Request or under the advance notice

provisions of the Bylaws to be disregarded in any case in which the

solicitation in support of the nominee was not conducted in compliance with

Rule 14a-19 under the Exchange Act;






                                       1

? other updates to the advance notice bylaw provisions, including

? in the provisions to the effect that a stockholder's notice of a nomination or

other business to be brought before an annual meeting of stockholders, to be

timely, must, if such annual meeting is called for a date outside a specified

period before or after the anniversary date of the immediately preceding annual

meeting of stockholders, be received by the Secretary not later than the close

of business on the 10th day following the day on which notice of the date of

such annual meeting was given or public disclosure of the date of such annual

meeting was made, changing the specified period from 30 days before or after

the anniversary of the immediately preceding annual meeting of stockholders to

25 days before or after the anniversary of the immediately preceding annual

meeting of stockholders;

? clarification that adjournment or postponement, or public announcement of

adjournment or postponement, of a meeting of stockholders does not commence a

new time period (or extend any time period) for the giving of a stockholder's

notice;

? adding a requirement that a stockholder's notice of business include the

proposed text of any proposal;

? enhancing the disclosure requirements applicable to stockholder notices with

respect to shares held in street name, ownership of derivatives and hedging

transactions; adding a requirement for disclosure of material relationships

between a stockholder giving notice of a nomination and specified associated

persons, on the one hand, and the nominee and its affiliates and associates, on

the other hand; extending the requirements for disclosure of specified

information regarding stockholder nominees to cover such nominees' affiliates

and associates; and adding to the definition of Stockholder Associated Person

(i) associates of specified persons included in such definition and

(ii) beneficial owners on whose behalf a stockholder providing notice is acting

with respect to a proposal of business or nomination; and

? changing from ten days to five business days after the applicable stockholder

meeting record date the time by which a stockholder providing notice of a

nomination or other business must provide required information updated as of

such record date;

? addition of provisions specifying a process by which a stockholder submitting

notice of a director nomination would obtain a form of questionnaire and form

of nominee's representation and agreement that must be delivered to the Company

and requiring that such items, completed by the nominee, be delivered to the

Company with such a notice;

? addition of requirements that a nominee for election as director represent and

agree that he or she intends, if elected, to serve for the term for which he or

she is elected and that he or she would comply with the Company's guidelines

and policies applicable to directors;

? updating the provisions governing notice of stockholder meetings, proxies, the

requirement to make a list of stockholders available in connection with a

stockholder meeting, record dates for stockholder meetings and the

circumstances under which, and manner in which, notice of an adjourned

stockholder meeting must be given, in each case to align with the corresponding

provisions of the DGCL;

? changing from three years to one year the maximum period for which a proxy may

be voted or acted upon, unless such proxy provides for a longer period;






                                       2

? addition of a provision that any stockholder soliciting proxies from other

stockholders may use any proxy card color other than white, which shall be

reserved for exclusive use by the Board;

? authorizing the Board or the chair of the applicable stockholder meeting to

adjourn any meeting of stockholders without the need for approval of such

adjournment by stockholders, whether or not a quorum is present;

? updating the provision governing conduct of stockholder meetings to provide

that meetings of the stockholders shall be presided over by the Chair of the

Board of Directors (the "Board Chair"), if there be one, or, if there is no

Board Chair or in his or her absence, either by the President or, in his or her

absence, by a designee of the Board; that the chair of any meeting of

stockholders shall have the right and authority (except to the extent

inconsistent with any rules and regulations adopted by the Board) to convene

the meeting and to determine all matters relating to the conduct of the

meeting, including restrictions on the use of mobile phones, audio or video

recording devices and similar devices at the meeting;

? modification of the provision governing the vote required for action (other

than the election of directors) by stockholders at a meeting to reflect

circumstances in which the relevant requirement is provided by applicable rules

and regulations of any securities exchange on which securities of the Company

are listed;

? clarifying that any director elected to fill a vacancy shall hold office for a

term expiring at the next annual meeting of stockholders and shall hold office

until his or her successor shall be elected and shall qualify, subject to prior

death, resignation, retirement, disqualification or removal from office;

? updating the provisions governing director resignations and director actions by

written consent to align with the corresponding provisions of the DGCL;

? changes to the provisions specifying the powers and responsibilities of the

Board Chair consistent with the Board's ability to determine from time to time

that the Board Chair have a non-executive role;

? eliminating provisions requiring that a vice president perform the duties of

the President in specified circumstances in which the President is unable, or

refuses, to act;

? updating the requirement for signatures on stock certificates to provide,

consistent with the applicable DGCL provision, that stock certificates may be

signed by any two authorized officers;

? updating the provision governing notices to align with the DGCL provision

governing notices to stockholders;

? changes to implement gender-neutral terminology, including replacement of

references to "chairman" with references to "chair";






                                       3

? addition of a new Article XI incorporating provisions that would be operative

only during any emergency resulting from an attack on the United States or on a

locality in which the Company conducts its business or customarily holds

meetings of the Board or the stockholders, or during any nuclear or atomic

disaster, or during the existence of any catastrophe, including, but not

limited to, an epidemic or pandemic, and a declaration of a national emergency

by the United States government, or other similar emergency condition, and any

other event or condition that constitutes an emergency under the DGCL,

irrespective of whether a quorum of the Board or a standing committee thereof

can readily be convened for action, which provisions would, among other things,

allow any officer or director to call a Board or committee meeting by giving

notice, at such time in advance of the meeting as circumstances permit, only to

such of the directors as it may be reasonably practicable to reach at the time

and by such means of communication as may be reasonable available at the time;

reduce the quorum requirement to any three directors for a meeting of the Board

and any single director for a committee meeting; and, if a quorum cannot

otherwise be obtained for a Board or committee meeting, permitting officers or

other persons designated on a list approved by the Board prior to the emergency

(or, if there is no such approved list, officers by order of rank and

seniority) to be deemed directors for purposes of that meeting, to the extent

necessary to provide a quorum; and

? various other administrative, technical, stylistic, modernizing, clarifying and


   conforming changes.

The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this report and incorporated herein by reference, and to the copy of the Bylaws, filed as Exhibit 3.2 to this report and incorporated herein by reference, marked to show the changes compared to the Company's Fourth Amended and Restated Bylaws, as amended April 20, 2018, May 4, 2021 and April 13, 2022.

Item 9.01 Financial Statements and Exhibits.






(d)    Exhibits.

Exhibit No. Description of Exhibit



  3.1         Fifth Amended and Restated Bylaws of CF Industries Holdings, Inc.,
            effective December 13, 2022

  3.2         Fifth Amended and Restated Bylaws of CF Industries Holdings, Inc.,
            effective December 13, 2022, marked to show changes compared to CF
            Industries Holdings, Inc.'s Fourth Amended and Restated Bylaws, as
            amended April 20, 2018, May 4, 2021 and April 13, 2022

  10.1        CF Industries Holdings, Inc. Annual Incentive Plan, as amended and
            restated effective as of January 2, 2023

  10.2        Form of Performance Restricted Stock Unit Award Agreement

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




                                       4

© Edgar Online, source Glimpses