CF Industries Holdings, Inc. (CF)
NYSE: CF · Real-Time Price · USD
121.83
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Apr 27, 2026, 2:44 PM EDT - Market open
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AGM 2020

May 20, 2020

Operator

Good afternoon and welcome to the virtual webcast of the 2020 annual meeting of shareholders of CF Industries Holdings, Inc. We do not expect any technical difficulties today. However, in the event we lose audio or webcast connection and we are unable to provide any updates, please wait 10 minutes for solutions. Please refer to the corporation's Investor website for updates. The polls are now open. Shareholders may vote by clicking on the "Vote Here" button at the bottom right corner of the webcast screen. The polls will remain open until the conclusion of the matters to be voted on portion of the meeting. I would now like to introduce CF Industries' General Counsel and Corporate Secretary, Doug Barnard, to begin the meeting.

Doug Barnard
General Counsel and Corporate Secretary, CF Industries Holdings, Inc

Thank you, Michelle. During the webcast today, the company may make forward-looking statements about our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risks and uncertainties, the company's actual performance and results may differ materially from what is said here today. Please refer to CF Industries' 2019 Annual Report on Form 10-K, which was filed with the SEC on February 24, 2020, and its quarterly report on Form 10-Q for the period ended March 31, 2020, filed with the SEC on May 7, 2020, for detailed discussions of principal risks and uncertainties that could cause such differences, and to our subsequent SEC filings for updates. With that, I'll turn the meeting over to Stephen Furbacher, our Chairman, to call the meeting to order.

Stephen Furbacher
Chairman, CF Industries Holdings, Inc

Thank you, Doug. Good afternoon. I'm Stephen Furbacher, Non-executive Chairman of the Board of Directors of CF Industries. It is my pleasure to welcome you and to call to order the 2020 annual meeting of shareholders. It is my intent to chair and conduct the meeting in the manner stated on the agenda and the rules of conduct and procedures. In addition to Tony, Doug, and me, the other director nominees are attending today's meeting through this live webcast. Before I turn the meeting over to Doug, I want to recognize one of our long-serving directors who has decided to retire from our board. John Johnson was first elected to the CF Industries board in the year 2000 when CF Industries was still a co-op. He remained on the board through the IPO in 2025 and the years since.

He has served with distinction and integrity since that time in the year 2000. His wise counsel and extensive fertilizer experience have been an invaluable contribution to the board decision-making and to the creation of shareholder value. John, thank you for your contributions. You will be missed. I will now ask that Doug conduct the formal business portion of the meeting.

Doug Barnard
General Counsel and Corporate Secretary, CF Industries Holdings, Inc

Thank you, Stephen. The agenda is shown at the top right corner of your webcast screen, and the rules of conduct and procedures are posted at the bottom right corner. The procedures we follow are simple, and they are designed to ensure that we have a fair and orderly meeting. As noted, the polls are open. If you are a shareholder and you have not already voted your shares or you wish to change your vote, you may do so during this meeting by clicking on the "Vote Here" button at the bottom right corner of the webcast screen. Otherwise, your shares will be voted in accordance with any vote you have already cast prior to this meeting. The polls will remain open until the conclusion of the matters to be voted on portion of the meeting.

We want to ensure shareholders are afforded the same rights and opportunities to participate in today's meeting as they would have if it were an in-person meeting, including the opportunity to ask questions. Shareholders may submit questions electronically during the meeting by typing in the "Ask a Question" field located at the bottom left corner of the webcast screen and clicking "Submit." These questions will not be visible to other participants. Any questions submitted via the webcast screen will either be addressed during the Q&A period at the end of the meeting or else they will be answered after the meeting via the corporation's website on the Investor Relations page, depending on the subject matter and the relevance of the question. Please note that this meeting is being recorded. However, participants are not permitted to use any recording device of their own.

The close of business on March 27, 2020, is the record date for determining the shareholders entitled to notice of and to vote at this meeting. A written notice of this meeting and the availability of proxy materials was given to all shareholders of record as of the record date on or about April 8, 2020. A copy of such notice and an affidavit of its distribution from the corporation's distribution agent will be filed with the minutes of the corporation. Mr. Charlie Marchesani, a designee of Broadridge Financial Solutions, has been appointed as inspector of election for this meeting, and he has taken the oath of office. A list of all shareholders of record as of the record date is available for inspection by shareholders using the registered shareholder list link found on the webcast page.

As of the close of business on March 27, 2020, the record date, there were 213,796,987 shares of common stock of the corporation outstanding and entitled to vote. Each share of common stock is entitled to one vote. The inspector of election has determined that a quorum is present. Therefore, this meeting is duly convened for the transaction of business. We will now proceed with the formal business of the meeting. We have four items of business on today's agenda. At this meeting, the corporation's shareholders are being asked to, first, elect 11 members of the Board of Directors to serve until the 2021 annual meeting of shareholders. Under the bylaws of the corporation, the only persons who have been properly nominated are those nominees listed in the corporation's proxy statement. I therefore declare that nominations for director are closed.

Second, approve an advisory resolution regarding the compensation of the corporation's named executive officers. Third, ratify the selection of KPMG LLP as the corporation's independent registered public accounting firm for 2020. Chet Riske, the KPMG engagement partner, is attending today's meeting through this live webcast. And fourth, vote on a shareholder proposal regarding the right to act by written consent if properly presented at this meeting. Each of the four proposals is described in detail in the proxy statement made available in connection with this meeting. The resolution associated with each proposal is set forth in the agenda. The Board of Directors unanimously recommends that shareholders vote for each of proposals one, two, and three, and unanimously recommends that shareholders vote against proposal four. At this time, we recognize and welcome Mr. Chevedden to the annual meeting of stockholders of CF Industries.

Out of respect for the other shareholders in attendance, we ask you, Mr. Chevedden, to please limit your comments to a period of three minutes. Mr. Chevedden, you're now on the line.

John Chevedden
Shareholder, CF Industries Holdings, Inc

Hello. This is John Chevedden. Can you hear me okay?

Doug Barnard
General Counsel and Corporate Secretary, CF Industries Holdings, Inc

We can.

John Chevedden
Shareholder, CF Industries Holdings, Inc

Proposal four, show the right to act by written consent. Shareholders request that our Board of Directors take the necessary steps to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting. This proposal topic won majority shareholder support at 13 major companies in a single year. This included 67% support at both Allstate and Sprint. Hundreds of major companies enabled shareholder action by written consent. This proposal topic would have received a vote still higher than the 67% at Allstate and Sprint if more shareholders at these two companies had access to independent proxy voting advice. This proposal topic also won 44% support at Capital One Financial in 2017, which then increased to 56% support in 2019.

The right for shareholders to act by written consent is gaining acceptance as a more important right than the right to call a special meeting. This seems to be the conclusion of the Intel Corporation shareholder vote at the 2019 Intel annual meeting. The directors at Intel apparently thought they could divert shareholder attention away from written consent by making it less difficult for shareholders to call a special meeting. However, Intel shareholders responded with a greater support for written consent in 2019 compared to 2018. Also, CF Industries may not have a meaningful right for shareholders to call a special meeting. The 25% long stock ownership threshold to call a special meeting can be a 50% long stockholder threshold to call a special shareholder meeting for all practical purposes after management attorneys do the screening out process for technical errors.

Plus, our directors backtracked in 2018 on the original shareholder right to call a special meeting at CF Industries. The 2019 CF Industries proxy cited shareholder outreach campaigns of CF Industries. Such campaigns apparently did not foresee that CF Industries' executive pay would be rejected by 28% of shares in 2019 when a 5% rejection is the norm for a well-performing company. This 28% rejection also does not reflect well on Stephen Hagge, who chaired the CF Industries Executive Pay Committee. The expectation is that once this proposal is adopted, shareholders would not need to make use of this right of written consent because its mere existence will act as a guardrail to help ensure that our company is better overseen by our directors. Our directors will want to avoid shareholder action by written consent and will thus have more of an incentive to prove their oversight responsibility.

Please vote yes, show the right to act by written consent proposal four.

Doug Barnard
General Counsel and Corporate Secretary, CF Industries Holdings, Inc

Thank you, Mr. Chevedden. We appreciate your investment in CF Industries and your thoughts and proposals on good corporate governance. In this instance, as discussed in the corporation's proxy materials, the Board of Directors has unanimously recommended a vote against this proposal, and the reasons for the Board of Directors' recommendation are set forth in the corporation's proxy statement. This concludes the review of the matters to be voted on. It's now almost 2:15 P.M. Central Time. I hereby declare the polls to be closed. The inspector of election will tabulate all of the proxies and ballots. Only a small percentage of the total vote remained to be counted, which should not significantly affect the overall results. Subject to a final tabulation, we report the following preliminary results provided by the inspector. All of the director nominees have been elected. The advisory vote of shareholders on executive compensation has passed.

The appointment of KPMG has been ratified, and the shareholder proposal regarding the right to act by written consent has failed. The final voting results, including the master ballot and the final report of the inspector of election, will become part of the record of this meeting and will be reported on a Form 8-K to be filed in connection with the matters voted upon at this meeting. All items of business have now been completed, and at the request of the chairman, the meeting is now adjourned. With that, I'll turn the meeting over to CF Industries' Chief Executive Officer, Tony Will, to provide a brief report on the corporation's performance and the current environment before we proceed to the question and comment period.

Tony Will
CEO, CF Industries Holdings, Inc

Good afternoon, everyone, and welcome to CF Industries' 2020 annual meeting of shareholders, conducted virtually this year. We come together today under dramatically different circumstances than we originally envisioned. The COVID-19 pandemic changed our plans and so much else of our day-to-day lives. But thanks to the commitment and dedication of our employees, our business has not experienced disruptions from the pandemic to date. This is important to more than just our financial performance. Agriculture and fertilizer production are key parts of the food supply chain and have been designated as part of the critical infrastructure in every country in which we operate. This is for a very simple reason. We serve a vital role in the process that helps to feed the world.

In 2019, we delivered strong results that reflected the impact of lower year-over-year natural gas costs, higher product price realizations, and outstanding execution by the CF team. Our 2019 EBITDA was $1.6 billion, a 15% increase over 2018. Meanwhile, our safety performance was also excellent as we ended 2019 with our best year-end ever recordable incident rate. Our strong performance has continued through the first quarter of 2020 as our EBITDA increased approximately 5% versus Q1 of 2019, and the company experienced no recordable injuries during the first quarter. As always, we continue to be focused on what we can control. Our top priority remains the health and well-being of our employees and the contractors at our locations. We remain committed to operating safely and maintaining high asset utilization while managing the company prudently for the unique situation of today.

By doing these things, we can ensure that our vital contribution to feeding the world continues. This focus will serve both our customers and our shareholders well. Before I turn to the Q&A portion of today's meeting, I want to recognize John Johnson, who is retiring from our board of directors. As Stephen mentioned earlier, John first joined the CF Industries board back in 2000 when we were still a co-op. John became Chairman of the Board of CF in 2004 and was in that critically important role as he helped guide the company through our initial public offering in 2005. John has been a valuable member to our board since and has played an important role in helping to shape the company that we are today. John, your guidance, advice, and friendship will be sorely missed on our board, but we wish you all the very best.

I will now address any questions submitted during the meeting via the webcast portal, and Doug, I'll ask that you be the master of ceremonies around the questions submitted.

Doug Barnard
General Counsel and Corporate Secretary, CF Industries Holdings, Inc

So we received a total of six questions. We understand from Broadridge that's a few more than other companies are getting, so we appreciate your interest in CF and appreciate your investments in CF. So I'm going to read these and turn them over to Tony. The first two are related. When was the last in-person board meeting and how many directors attended this meeting?

Tony Will
CEO, CF Industries Holdings, Inc

Our last in-person board meeting was the end of January of this year in 2020. We held that meeting here in our Deerfield office headquarters in suburban Chicago. All 12 board members attended that meeting in person during the two-day span of committee and board meeting.

Doug Barnard
General Counsel and Corporate Secretary, CF Industries Holdings, Inc

The next one is on the COVID-19 subject, and the question reads, "Does COVID-19 present new business opportunities?

Tony Will
CEO, CF Industries Holdings, Inc

Our first reaction to the COVID-19 pandemic is the concern over the health and well-being of the CF Industries employees and their families, and that has been to date the main focus of our efforts in this regard. I would also say that the COVID pandemic has provided an opportunity really for the world to recognize the critical importance that fertilizer production in the agriculture supply chain serves in feeding the world's population, and that's why we have been designated as critical infrastructure in every one of the countries in which we operate. We're delighted by our ability to pitch in and be able to do what we can to support the situation.

We have, at this time, not found any additional business opportunities to be able to develop as a result of the COVID pandemic, but we certainly keep our eyes open for opportunities that might arise, although, again, at this time, our primary focus is health and well-being of our employees and the contractors that are embedded at our facilities.

Doug Barnard
General Counsel and Corporate Secretary, CF Industries Holdings, Inc

All right. So we have two related questions on the subject of stock buybacks. I'll read them both for you, Tony. The first one, "Do you plan 2020 share buybacks? And if so, how much?" And the next one, I'll read, "Mr. Chairman, the Carpenters Union Pension Funds with combined assets of $70 billion have a collective ownership position of 104,235 shares of the company's common stock. As long-term investors, we appreciate the company's prioritization of employee safety, and we commend the management team for the record low average recordable incident rate over the past 12 months. During the first quarter, the company spent $100 million on share repurchases. Given the turbulent market conditions, do you anticipate that the repurchase plan will be suspended to enhance the company's liquidity?" Thank you. So, Tony, two questions on stock buybacks.

Tony Will
CEO, CF Industries Holdings, Inc

Yeah. First, let me offer my appreciation to the Carpenters Union for your trust in us and your investment as being long-standing shareholders. So thank you for that. And also appreciate the kind words on recognition of our safety achievement so far. So again, thank you for that. Relative to share buybacks in 2020, while we do have an outstanding repurchase authorization in place, we made comments at our first quarter results conference call less than two weeks ago, indicating that given the whole pandemic situation, there's more uncertainty in the world today than there is in a normal year.

And although we at that time had over $500 million of cash on our balance sheet, plus an undrawn revolver of $750 million, giving us total liquidity of over $1.2 billion, that we were likely to be more focused on maintaining liquidity and preserving cash than accelerating share repurchases in this type of environment. So while I wouldn't exclude the possibility that we might engage in share repurchases at some point, I think the time that that would be is when we have better visibility into how the balance of the year and the year 2020 is likely to shape up and that we can guarantee we've got more than adequate liquidity and cash reserves to be able to fund that.

Doug Barnard
General Counsel and Corporate Secretary, CF Industries Holdings, Inc

We received another question on the same topic of returning cash to shareholders and this question is, "Can you comment on the overall thought process going into the insistence on paying a dividend while cash preservation seems to be very important given the circumstances currently?

Tony Will
CEO, CF Industries Holdings, Inc

Yeah. The board at every quarter prior to authorizing a dividend takes a careful look at the business results as well as the projection for the balance of the year and our overall view of profitability and cash position as we look forward. The only time that the board then authorizes the dividend is under the circumstance where cash position and forward outlook clearly supports the payment of said dividend, and that is a quarter-by-quarter decision. But given the fact that we built substantial cash in the first quarter of this year and continue to have the belief that the first half of the year will be extremely strong and that we will build cash over the balance of 2020, we believe that the continuation of the dividend policy as it's in place represents an appropriate action.

Should we come to a conclusion that we were concerned about the cash position or the cash generation capacity of the business, we would certainly take a hard look at the dividend as well as other expenses that we have out there, but that's not been the case thus far as we feel very comfortable in our ability to continue to pay the dividend.

Doug Barnard
General Counsel and Corporate Secretary, CF Industries Holdings, Inc

All right. On a new topic, I'll read this one. "The recent dramatic growth in the size of passive mutual funds corporate ownership interest in U.S. corporations raises important public policy and corporate governance issues. Currently, BlackRock, Vanguard, and State Street hold a combined 27.65% of the company's outstanding shares. Vanguard is an investment manager for a portion of the assets of the company's retirement plan. Does the board see this growing ownership concentration as a positive or negative development as regards long-term corporate planning and performance? And also, are there potential conflicts of interest when a 5% holder is managing company retirement plan assets?

Tony Will
CEO, CF Industries Holdings, Inc

Thanks, Doug. So I think the information contained in that question is a little bit out of date as I believe all of our individual retirement account information is now managed by Vanguard, but the spirit of the question or by Fidelity, not Vanguard, sorry. But the spirit of the question I think can still be answered, which is Fidelity is also historically more than a 5% owner of our shares, and the board regularly reviews the fact that we are paying them some fees associated with the management of our retirement accounts, and they are a substantial shareholder. The board has in each year concluded that no conflict of interest exists despite the fact that there is that overlap of activity, and our focus for our employees is to ensure a low-cost platform that is secure, reliable, and provides good investment alternatives for return profiles for their retirement.

We found that Fidelity offers a very compelling offering in this regard, and so we're quite comfortable that this does not represent a conflict of interest.

Doug Barnard
General Counsel and Corporate Secretary, CF Industries Holdings, Inc

So we've received two more. One asking if we could pre-announce the exact tabulation. We'll be filing an Form 8-K very shortly, and that will answer those questions when we have the final tabulated numbers from the inspector of election. The last question is on the commercial front, and it's, "How do you view the perceived risk to ethanol demand over the next several years and the impact on nitrogen demand?

Tony Will
CEO, CF Industries Holdings, Inc

There are a lot of puts and takes out there in terms of both impacts on the demand side of the equation as well as potential impacts on the supply side of the equation. We tend to focus on kind of longer-term projections and views as part of our regular quarterly earnings updates. As I said earlier and as we said on our first quarter results call, our view of the first half of this year is for very strong nitrogen demand and an increase in planted acres. There's more than the usual amount of uncertainty relative to the back half of the year and into next year, although a number of other prominent companies, both on the seed and agricultural chemical side, suggest a minimum of at least 88 million acres of corn planting next year, if not more.

That's pretty consistent with what we believe last year was, and so our view is under those circumstances, when we remain in the lowest quartile on the cost curve and North America remains an import-dependent region, we feel very comfortable about our operating ability and our position from a financial standpoint within the industry.

Doug Barnard
General Counsel and Corporate Secretary, CF Industries Holdings, Inc

Thanks, Tony. I didn't know what to expect from a virtual annual meeting. It's a first for us because of the COVID pandemic. I have to say it was a great experience for us with your thoughtful questions and a chance for dialogue. We hope it struck you all the same way, and since that was the last of the questions we received, I'm going to turn it over to Tony for concluding remarks.

Tony Will
CEO, CF Industries Holdings, Inc

Thank you, Doug. And thank you for all of those attending the call today and for your thoughtful questions. We're pleased that you attended our annual meeting and are grateful for your continued support and interest in CF Industries. This concludes today's webcast. A replay of today's meeting will be posted on the CF Industries website within 24 hours. Thank you all.

Operator

Ladies and gentlemen, this does conclude the program, and you may all disconnect. Everyone, have a great day.

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