CF Industries (CF) Proxy Filing summary

Executive summary

• 2025 saw strong operational and financial performance, with net earnings of $1.46B, EBITDA of $2.78B, and $2.75B in operating cash flow.

• $1.69B was returned to shareholders via $1.37B in share repurchases and $326M in dividends.

• Strategic focus remains on decarbonizing ammonia production, expanding low-carbon ammonia capacity, and leveraging clean energy initiatives.

• Major decarbonization projects completed at Donaldsonville and Verdigris complexes, with further projects underway at Yazoo City and Blue Point.

• The Blue Point joint venture with JERA and Mitsui will build a $3.7B low-carbon ammonia plant, with production expected in 2029.

Voting matters and shareholder proposals

• Shareholders will vote to elect 11 directors, approve executive compensation (Say on Pay), ratify KPMG as auditor, and consider a shareholder proposal on golden parachutes.

• Board recommends voting FOR all directors, Say on Pay, and auditor ratification, and AGAINST the golden parachute proposal.

Board of directors and corporate governance

• 10 of 11 director nominees are independent; the board is diverse in gender and ethnicity.

• Board committees (audit, compensation, governance, sustainability) are fully independent.

• Annual board and committee self-assessments and peer evaluations are conducted.

• Board succession planning is ongoing, with recent refreshment and leadership transitions.