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Actionable news in CF: CF INDUSTRIES HOLDING Inc,

Amendments to Articles of Incorporation or

On October14, 2015, the board of directors (the Board) of CF Industries Holdings,Inc. (the Company) adopted amendments to the Companys bylaws, in the form of the Companys Fourth Amended and Restated Bylaws (the Bylaws), to modify the proxy access provisions of the Companys bylaws and eliminate provisions of the Companys bylaws related to Board classification. The amendments to the proxy access provisions include amendments in response to the approval by the Companys stockholders of a non-binding proxy access stockholder proposal at the Companys 2015 annual meeting of stockholders held on May15, 2015 (the 2015 Annual Meeting).

The amendments to the proxy access bylaw provisions reduce the qualifying ownership threshold from 5% to 3% of the Companys outstanding com mon stock and increase the maximum number of stockholder-nominated candidates, as a percentage of the directors in office at the time of nomination, from 20% to 25%. Under new provisions included in the proxy access bylaw amendments (i)for purposes of determining qualifying ownership, loaned shares are counted as owned if the applicable stockholder has the power to recall the shares on five business days notice, and hedged shares are counted as owned if the hedging is across a broad...


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