CF INDUSTRIES HOLDINGS, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported by CF Industries Holdings, Inc. (the "Company") on a
Form 8-K dated September 16, 2013, Stephen R. Wilson, Chairman, President and
Chief Executive Officer ("CEO") of the Company, will retire as president and CEO
effective January 1, 2014, and W. Anthony Will, currently senior vice president,
manufacturing and distribution, of the Company was selected to succeed
Mr. Wilson as the Company's president and CEO, effective January 2, 2014.
Mr. Wilson will remain a director of the Company and will serve as non-executive
Chairman of the Board.
On December 18, 2013, the board of directors (the "Board") of the Company
expanded the size of the board to increase the number of directors to nine,
effective January 2, 2014, and elected Mr. Will to the Board, effective
January 2, 2014, to hold office as a Class I director. It is expected that
Mr. Will will stand for re-election at the Company's 2015 annual meeting of
In connection with his retirement as president and CEO of the Company and his
continued service on the Board, on December 18, 2013, the Board, upon
recommendation of the Compensation Committee of the Board (the "Committee"),
approved compensation in the amount of $360,000 per year, payable quarterly, for
Mr. Wilson's service as a director and non-executive Chairman. This
compensation is in lieu of any other compensation paid to non-employee directors
of the Company. Also on December 18, 2013, the Committee approved an amendment
to the outstanding stock option and restricted stock awards held by Mr. Wilson,
effective upon his retirement, which amendment provides that such outstanding
equity awards will continue to vest during his continued service as a director.
In connection with Mr. Will's election to the position of president and CEO of
the Company, on December 18, 2013, the Committee approved (i) a base salary for
2014 of $860,000 and (ii) a target bonus incentive for 2014 of 100% of his base
salary under the Company's short-term incentive program, effective upon his
commencement to the role of president and CEO on January 2, 2014. Mr. Will will
not receive any additional compensation for his service as a director.
On December 20, 2013, the Company issued a press release regarding the matters
described in this Item 5.02. The press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description of Exhibit
99.1 Press release dated December 20, 2013
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