Morning. Welcome to the virtual webcast of the 2026 annual meeting of shareholders of CF Industries Holdings, Inc. We do not expect any technical difficulties today. In the event we lose audio or webcast connection, and we are unable to provide any updates, please wait 10 minutes for resolution. Please refer to the company's investor relations website for updates. The polls are open. Shareholders may vote by clicking the Vote Here button on the bottom of the webcast screen. The polls will remain open until the conclusion of the matters for shareholder consideration portion of the meeting. I would now like to introduce CF Industries General Counsel and Corporate Secretary, Mike McGrane, to begin the meeting.
Thank you very much. During the webcast today, the company may make forward-looking statements about our expectations or predictions regarding 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' most recent annual and quarterly reports filed with the SEC for detailed discussions of the principal risks and uncertainties that could cause such differences to occur. With that, I'll turn the meeting over to Anne Noonan, our Chair, to call the meeting to order.
Good morning. I'm Anne Noonan, Chair of the Board of Directors of CF Industries. It's my pleasure to welcome you and to call to order the 2026 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 Mike and me, Chris Bohn, CF's CEO and a Director, and the other Director nominees are attending today's meeting through this live webcast. Before I turn the meeting over to Mike, I want to recognize one of our long-serving directors who has elected to retire from our Board. Steve Hagge has been a member of the board since 2010 and served as Chair of the Board since the beginning of 2022.
During this time, he has provided outstanding leadership, insight, and direction to the company and helped shape the industry leader CF Industries has become. Steve, thank you for your contributions. We are grateful for your commitment and dedication to CF. You will be missed. I will now ask that Mike conduct the formal business portion of the meeting.
Thank you, Anne. The agenda and the rules of conduct and procedures are available under the Meeting Materials heading at the bottom of the webcast screen. The procedures we follow are simple and 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 by clicking on the Vote Here button at the bottom 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 for shareholder consideration 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 text box under the Ask a Question heading at the bottom 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 answered after the meeting via the company's website on the Investor Relations page, depending on the subject matter and relevance of the question. Please note that this meeting is being recorded. However, participants are not permitted to use any recording device themselves. The close of business of March 5th.
The close of business on March 5th, 2026, 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 on or about March 17th, 2026, to all shareholders of record as of the record date. A copy of such notice and an affidavit of its distribution from the company's distribution agent will be filed with the minutes of the company. Mr. Charles [audio distortion], a designee of Broadridge Financial Solutions, has been appointed as the inspector of election for this meeting, and he has taken the oath of office. As of the close of business on March 5th, 2026, there were 153,616,434 shares of common stock of the company outstanding and entitled to vote.
The inspector of election has determined that a quorum is present. 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 company's shareholders are being asked to, first, elect 11 nominees to the board of directors to serve until the 2027 annual meeting of shareholders. Under the bylaws of the company, the only persons who have been properly nominated are those nominees listed in the company's proxy statement, and therefore declare that nominations for Director are closed. Second, approve an advisory resolution regarding the compensation of the company's named executive officers. Third, ratify the selection of KPMG LLP as the company's independent registered public accounting firm for 2026. Andrea Rodbro, the KPMG engagement partner, is attending today's meeting through this live webcast.
Fourth, vote on a shareholder proposal regarding shareholder approval requirement for excessive golden parachutes 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 1, 2, and 3. The board of directors unanimously recommends that shareholders vote against Proposal 4. At this time, we recognize and welcome Mr. John Chevedden to present the shareholder proposal regarding shareholder approval requirement for excessive golden parachutes. Out of respect for the other shareholders in attendance and to allow ample time for Q&A, we ask you, Mr. Chevedden, to please limit your comments to a period of three minutes. Mr. Chevedden, you now are on the line.
Hello, this is John Chevedden, Proposal 4, shareholder approval requirement for excessive golden parachutes. Shareholders request that the board seek shareholder approval of any senior manager's new or renewed pay package that provides for severance payments with an estimated value exceeding 2.99x the sum of the executive's base salary plus short-term bonus. This proposal only applies to the named executive officers. This provision shall at least be included in the governance guidelines of the company or a similar document. This proposal received 44% support at the 2025 CF Industries annual meeting without any special effort by the proponent. This likely means more than 60% support from the CF Industries shareholders who have access to independent proxy voting advice.
CF Industries did not claim to make any improvements following the 44% vote that could represent a 60% vote from the shareholders that have access to independent proxy voting advice. This proposal places no limit on long-term equity pay or any other type pay. This proposal thus has no impact on the ability to attract executive talent and does not discourage the use of long-term equity pay because it places no limit on golden parachutes. It simply requires that overly rich golden parachutes be subject to non-binding shareholder vote at a shareholder meeting already scheduled for other matters. This proposal is relevant because the annual say on executive pay vote does not have a separate section for approving or rejecting golden parachutes. This proposal topic also received between 51% and 65% support at FedEx, Spirit AeroSystems, Alaska Air, AbbVie, and Fiserv. Please vote yes.
Shareholder approval requirement for excessive golden parachutes, Proposal 4.
Thank you, Mr. Chevedden. As discussed in our proxy materials, the board of directors has unanimously recommended a vote against this proposal. The reason for the board of directors' recommendation is set forth in the company's proxy statement. This concludes the review of the matters to be voted on. It is now 10:10 A.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 remains 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. The shareholder proposal regarding shareholder approval requirement for excessive golden parachutes has passed. The final voting results, including the master ballot and the final report of the inspector of election, will become part of the record of the meeting. The final voting results will also be reported in a Form 8-K to be filed in connection with the matters voted upon at this meeting. All items of the business have now been completed. At the request of the Chair, the meeting is now adjourned. With that, I'll turn the meeting over to CF Industries' Chief Executive Officer, Chris Bohn, to provide some remarks before we proceed to the question and comment period. Chris?
Thanks, Mike. Good morning. Thank you for joining the CF Industries Annual Shareholder Meeting. CF Industries delivered strong results in 2025 that reflected outstanding operational performance by the CF Industries team, the enduring advantages of our manufacturing and distribution network, and constructive global nitrogen industry dynamics. Safety continues to be our top priority. Our full-year recordable incident rate was 0.26 incidents per 200,000 hours worked. We experienced our lowest-ever number of process safety events. This enabled us to produce 10.1 million tons of gross ammonia in 2025, which represents a 97% utilization rate. We made tremendous progress on our strategic initiatives. We reached a positive final investment decision for our Blue Point joint venture with JERA and Mitsui to build the world's largest ammonia plant, capacity the world needs.
We also commissioned our Donaldsonville carbon capture and sequestration project and are generating 45Q tax credits. We also continue to generate significant free cash flow that enabled us to return $1.7 billion to shareholders in 2025. This included deploying over $1.3 billion to repurchase 16.6 million shares, approximately 10% of the outstanding shares at the beginning of the year. Next week, we will release our first quarter 2026 earnings, where we'll discuss the current conditions in the global nitrogen market, including the impact of the conflict with Iran. Thank you for your interest in CF Industries and for your confidence in our ability to navigate successfully, rapidly changing industry dynamics. We look forward to continuing to earn your support.
Finally, in addition to Anne's acknowledgement of Steve Hagge's retirement, I also want to recognize the retirement from the board of my predecessor, Tony Will. Tony's impact and influence on CF Industries cannot be overstated. His safety-first mentality, keen decision-making , and focused on disciplined investments and execution have helped position CF Industries as the industry leader we are today. We are grateful for his time at CF and wish him all the best in retirement. With that, we will now address any questions submitted during the meeting via the webcast screen.
There were two questions that were submitted. I will read out the question, and then Chris can reply. First question is, what is the CF response to Senator Josh Hawley, who accused CF Industries of price gouging, highlighting sharp increases in Urea prices of 32% in a 12-day period during recent geopolitical supply disruptions?
Well, thank you for the question. Like other commodities, whether it be oil, corn, or soybeans, nitrogen fertilizer is a globally traded product, and it's priced on global supply-demand balance. Given the Iran conflict, we saw about 30% of the globally traded supply be removed from being traded during this timeframe. This resulted in a temporal price move, you know, based on this significant supply shock at the time. What CF Industries is doing is we're trying to focus on increasing supply, both in the short term and in the longer term. In the short term, as we've talked about, we've prioritized U.S. farmers to ensure domestically that we're moving the product up into the Midwest from all our production facilities.
We've also safely moved large maintenance events to produce up to over 100,000 tons more of Urea that can be used during this particular application season. We transitioned some logistic assets to ensure that the flow of that Urea that we're producing can reach the points that it needs to in time. Longer term, we're in the process right now of building the world's largest ammonia plant in Louisiana, along with two partners, JERA and Mitsui. This particular site where we're building this plant has the option for us to build successively more ammonia and Urea units if we so chose to. We're looking at trying to solve this issue by increasing the supply, not only in the short term, but really creating a pathway where we can fix this longer term, specifically domestically, but really from a global standpoint.
Thank you, Chris. The final question is, what is the CF response to concerns that have been raised by significant insider selling, with reports noting over $72 million in shares sold by insiders over a recent three-month period?
Well, the CF share price has experienced an increase since the Iran conflict began at the end of February, but a majority of these individuals who have made these sales have since retired from the company. I should also mention they were very long-term holders of the shares of CF through over a decade in many cases here. I think the one thing I would want to make clear here is the confidence in the future of the stock and the company's performance.
And that's why myself, as CEO, didn't make any sales during that particular time, given I see a significant upside in our shares going forward.
Okay. That was our final question. Thank you to our shareholders for your thoughtful questions. This concludes the Q&A session. We are pleased that you attended and are grateful for your continued support and your interest in CF Industries. This concludes today's webcast. A replay of today's meeting will be posted on CF's website within the next several days. Goodbye.
This now concludes the meeting. Thank you for joining, and have a pleasant day.