CF Industries Holdings, Inc.

The proposal asks the board to seek a non-binding shareholder vote to approve any new or renewed pay package for a named executive officer that provides severance or termination payments with an estimated value greater than 2.99 times the executive’s base salary plus target short-term bonus. It would apply only to the company’s named executive officers and requests that the policy be reflected in the company’s governance guidelines. The proposal defines covered payments broadly to include cash, accelerated equity vesting, tax gross-ups, post-employment consulting fees, and other perquisites, and it preserves the board’s option to seek shareholder approval after material terms are agreed. The proponent notes prior support (44% in 2025) and cites similar votes at other companies to argue for shareholder approval as a check on excessive “golden parachutes.”