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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934

(Amendment (Amendment No.    )

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Proxy Statement

20182020 Annual Meeting of
StockholdersShareholders

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March 29, 2018April 8, 2020

To Our Stockholders:Shareholders:

On behalf of your board of directors, it is our privilege to invite you to attend the 20182020 annual meeting of stockholdersshareholders of CF Industries Holdings, Inc. The annual meeting will be held on Thursday,Wednesday, May 10, 2018, at 10:00 a.m., local time, adjacent to our corporate headquarters at 3 Parkway North, Deerfield, Illinois 60015.20, 2020. At the annual meeting, stockholdersshareholders will vote on the matters set forth in the accompanying Notice of Annual Meeting and Proxy Statement and any other business matters properly brought before the annual meeting. Additionally, we will review our corporate performance in 2019 and discuss our strategy and our vision for the future. Whether or not you are able to attend the meeting, we encourage you to read the enclosed materials and submit your proxy.

We will meet Creating Long-Term Shareholder Value

Our corporate vision is to discussbe a yearleading chemical company that delivers superior shareholder returns over the cycle. In support of outstanding performance in all partsthat vision, our strategy is to leverage our core capabilities to drive business results that create long-term value for our shareholders. At the heart of our business and strong progress on our strategic objectives. In 2017, your company delivered strong financial results in a challenging market environment. Westrategy is the CF team. During 2019, these 3,000 individuals set company production andrecords for quarterly sales volumes records whileand ammonia production. Most importantly, we also set a new record for safety performance, achieving our lowest 12-month total recordable injury rate.ever Recordable Injury Rate (RIR). This was accomplished against a backdrop of record flooding that greatly delayed the spring fertilizer application season and disrupted transportation networks in the United States. We reduced our long-term debt by approximately $1.1 billion and lowered our controllable expenses per product ton as a resultare extremely proud of targeted cost reduction initiatives and production cost efficiencies supported by increased volume.

These are exceptional results in one of the weakest global nitrogen pricing environments of the last two decades. This reflects the enduring strengthseach of our company—manufacturing and distribution excellence built on safe and reliable operations; a customer focus that can serve both long-time purchasers and grow new opportunities inside and outside North America; and prudent capital stewardship to optimize our cost structure. We have achieved these results because of our talented, dedicated employees and their commitment and dedication to "Do It Right!" every day.

Our dedication to operational excellence has driven strong financial results and significant free cash flow, with $1.5 billion of cash from operations and $915 million in free cash flow⁽¹⁾ generated in 2019 alone. We have taken a balanced approach to capital allocation, which has prudently positioned the company for the long-term. Since 2017, we have reduced our outstanding debt by $1.85 billion – including the redemption of $750 million in debt in 2019 – substantially reducing our annual fixed charges. Over that same period, we have also returned more than $1.6 billion to shareholders through share-repurchases and dividend payments. We believe our strong balance sheet combined with our superior cash generation provides substantial long-term capital flexibility through the cycle.

The CF team executed our strategy extremely well, and it shows in our results. Since 2017, we have a Total Shareholder Return (TSR) of 66 percent, significantly better than our fertilizer peer group index and also better than the S&P 500. Our company TSR is also substantially better than our fertilizer peer group index over all relevant time periods: 1, 3, 5, 7 and 10 years. Our strategy, executed well, has clearly delivered against our vision: superior shareholder returns over the cycle.

(1)

Free cash flow is defined as net cash from operating activities less capital expenditures and distributions to noncontrolling interests. See Appendix A for a reconciliation of free cash flow to the most directly comparable GAAP measure.

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Increased Focus on Environmental, Social and Governance Issues

We recognize that continuing to build on our strong track record of creating long-term shareholder value requires enhanced focus not only on our operational excellence and corporate stewardship, but also on our longstanding commitment to a sustainable world. As a member of the Business Roundtable and a signatory to the Statement on the Purpose of a Corporation issued by that organization, we take our commitments and obligations to our success.broader stakeholders very seriously.

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We are good corporate citizens, specifically contributing to 11 of the UN Sustainable Development Goals. We have also made significant investments in our assets to improve energy efficiency and reduce GHG emission intensity. In 2020, we will be setting specific sustainability goals that we will track and report progress against in subsequent periods. We invite you to learn more about the positive impact we have on global sustainability athttps://www.cfindustries.com/sustainability-at-cf-industries.



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We are proud of the critical role we play in helping to feed the world, responsibly, ethically, and sustainably. Fertilizer is responsible for helping to grow about half of the global food supply which means it is critical to sustaining life for billions of people. It is also critical to the sustainability of the planet because fertilizer increases yield per acre, which means less acres are required to feed the world's population, preserving carbon-sequestering forests.



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We are good neighbors, and give back in the over 30 local communities where we have operations, by: providing educational assistance and scholarship funds; enhancing safety through training and donations of equipment to first responders; and through support and donations to local United Way and Red Cross programs. For more information about our charitable giving, see:https://www.cfindustries.com/reports.



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We care deeply about the wellbeing of our employees who together make these significant accomplishments possible through their dedication and efforts. We provide our employees competitive pay with full benefits, along with challenging and rewarding career opportunities within a safe operating environment. Our pay and benefits practices are evidenced by our company having a CEO Pay Ratio of 73:1, in the lowest 10% of the S&P 500. Our safety record (RIR: 0.48) is significantly better than the US Chemical Industry and the global fertilizer industry. We offer our employees an engaging, interactive well-being program that is focused on the 'whole person' and personalized based on each participant's own interests and goals. We strive to be the employer of choice in each of the communities in which we operate.

We continuebelieve transparency is critical as we seek to adheremaximize the benefits of fertilizer while minimizing its impact on the environment in the years ahead. For the first time, we are publishing our sustainability report at the same time as our financial reports, reflecting our internal emphasis on both dimensions. Our sustainability reporting includes our Global Reporting Initiative (GRI) report, in which we report on a comprehensive basis and cover nearly all GRI indicators for each issue. Additionally, we will begin reporting using the Sustainability Accounting Standards Board (SASB) framework for the chemicals industry this year.

A Strong Future Ahead

As we write this, the spread of coronavirus disease 2019 (COVID-19) has been declared a pandemic by the World Health Organization and is severely affecting economies around the world. CF's focus has been protecting the health and well-being of our employees and everyone whose lives we touch.

Agriculture and fertilizer production are key parts of the food supply chain and, in response to the COVID-19 pandemic, have been designated as "essential," and a part of the U.S.

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"critical infrastructure," with a similar designation in the UK. This is for a very simple reason: in times of crisis, availability of food becomes of paramount importance. We serve a vital role in the process that provides food to people and helps to keep peace and order in our society. By protecting our people, we are doing our best principles of corporate governance in order to deliver long-term valuemitigate its impact on our operations and ensure that our vital contribution to you. During 2017,feeding the world continues.

Finally, we elected two new memberswant to recognize John Johnson, who is retiring from the board of directors this year. For the last 20 years, John W. Eaveshas brought tremendous leadership, unparalleled insight and Michael J. Toelle, who have already made significant contributionsa steady voice to the board. He played a critical role in building the company through their leadership, knowledgewe are today and shepherded CF into the modern era as the last chairman of commodity cyclesthe board before CF became a publicly traded company in 2005. We are grateful for his service and special expertise—the global coal industry for John and agriculture for Mike.

We want to take this opportunity to thank our two retiring directors for their tireless commitment to the company and to you, our stockholders. Edward Schmitt has been on the board since the company's IPO in 2005 and has brought a wealth of operational experience to the board. Robert Kuhbach has been a member of our board since 2011, was the chairman of our audit committee from 2012 through 2017, and brought a rigorous financial focus. Ed and Rob, we thank you for your many years of dedicated serviceshareholders and wish youhim all the best in his retirement.

We are proud ofCF Industries is a strong company and positioned well for the progress we have made as a company andfuture. We look forward to reviewing what we have achieved and the opportunities ahead at the annual meeting. Thank you for your continued trust in CF Industries and we hope to see you on May 10, 2018.20, 2020.

Sincerely,

Stephen A. Furbacher		W. Anthony Will
Chairman of the Board		President and Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS SHAREHOLDERS

We intend to hold our Annual Meeting in person. However, we are actively monitoring the coronavirus (COVID-19) situation. We are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements in advance of the Annual Meeting, and details on how to participate will be issued by press release available on our website at https://www.cfindustries.com and filed with the Securities and Exchange Commission.

Your vote is important. Please vote your shares promptly so that your shares will be represented whether or not you attend the Annual Meeting. To vote your shares, you may use the Internet as described on your Notice of Internet Availability of Proxy Materials and proxy card, call the toll-free telephone number listed on your proxy card or complete, sign, date, and return your proxy card.

By order of the board of directors,

Douglas C. Barnard
Senior Vice President, General Counsel, and Secretary

March 29, 2018
April 8, 2020

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PROXY STATEMENT SUMMARY

This summary provides certain key information about CF Industries' business and strategy and highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. These proxy materials were first sent or made available to stockholdersshareholders on or about March 29, 2018.April 8, 2020.

20182020 ANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS INFORMATION

We intend to hold our Annual Meeting in person. However, we are actively monitoring the coronavirus (COVID-19) situation. We are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements in advance of the Annual Meeting, and details on how to participate will be issued by press release available on our website at https://www.cfindustries.com and filed with the Securities and Exchange Commission.

VOTING MATTERS

OUR BUSINESS

CF Industries is a leading global fertilizer and chemical company with outstanding operational capabilities and a highly cost advantagedcost-advantaged production and distribution platform. Our 3,000 employees operate world-class manufacturing complexes in Canada, the United Kingdom and the United States. Our customers include both agricultural and industrial users of our products. Our principal nitrogen products are ammonia, granular urea, urea ammonium nitrate solution, and ammonium nitrate. We also manufacture diesel exhaust fluid, urea liquor, nitric acid, and aqua ammonia, which are sold primarily to industrial customers, and compound fertilizer products, which are solid granular fertilizer products for which the nutrient content is a combination of nitrogen, phosphorus, and potassium. We serve our customers in North America through an unparalleled production, storage, transportation and distribution network. We also reach a global customer base with exports from our Donaldsonville, Louisiana, plant, the world's largest and most flexible nitrogen complex. Additionally, we move product to international destinations from our Verdigris, Oklahoma, facility, our Yazoo City, Mississippi, facility, our Billingham and Ince facilities in the United Kingdom, and from a joint venture ammonia facility in the Republic of Trinidad and Tobago in which we own a 50 percent interest.

For more information on our business, see "Item 1.—Business" and "Item 7.—Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 20172019 Annual Report.

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OUR STRATEGY

Our strategy, reviewed and endorsed annually by our Board, has remained largely unchanged for the past decade. Our execution of initiatives aligned with that strategy helped us achieve our vision—delivering superior shareholder returns over the cycle.

Core Organizational Capabilities

We want to highlight a few of our core organizational capabilities as evidenced by several of our more notable accomplishments:

Leader in the safe and responsible production, storage and handling of chemicals, achieving best in class performance

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Achieved industry leading recordable injury rate of 0.67 (industry average: 2.2), our lowest rate, while being the largest nitrogen producer in the world (2017)

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Multi-year winner of the Rail Safety—Grand Slam Award for safe rail shipments of hazardous products (2014 and 2016)

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Reduced CO2-equivalent emissions by more than 25% per product ton of manufactured product (2012 - 2016)

Exceptional process engineering and plant operations and maintenance, to drive superior asset utilization

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Ammonia production capacity utilization at 98% across 17 ammonia plants globally (2017)

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New capacity expansion plants started up safely and have achieved 15 - 20% higher output than original nameplate capacity (2016 - 2017)

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Decreased capital expenditures per product ton by 63% and ongoing maintenance capital expenditures per product ton by 36%,⁽¹⁾ while maintaining safe and reliable operations (2013 - 2017)

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Decreased cost of sales per product ton by 8% and controllable cost of sales per product ton⁽²⁾ by 19% (2015 - 2017)

High performance culture, focused on safety, ethics and compliance, creating a world-class, scalable corporate platform:

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SG&A among the lowest in the industry at $10 per product ton or 4.6% of sales (2017)

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Highly scalable corporate platform as product tons increased 45% while SG&A cost per product ton decreased 22% (2015 - 2017)

(1)

"Ongoing maintenance capital expenditures" is defined as capital expenditures adjusted for amounts related to our capacity expansion projects, our divested phosphate business, and improvement projects. See Appendix A for a reconciliation of ongoing maintenance capital expenditures and ongoing maintenance capital expenditures per ton to the most directly comparable GAAP measures.

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"Controllable cost of sales" is defined as non-gas cash costs (maintenance, labor, electricity, other raw materials, transportation and distribution, and other plant costs), which excludes the impact of natural gas, derivatives and depreciation and amortization. See Appendix A for a reconciliation of controllable cost of sales and controllable cost of sales per ton to the most directly comparable GAAP measures.

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Creative, disciplined portfolio management, increasing shareholder value:

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Terra Industries post-merger-integration captured synergies in excess of $120 million annually (2010 - 2012)

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Sold our Phosphate Business for $1.4 billion in a tax-efficient transaction and also entered into a long-term ammonia supply agreement with the buyer, which de-risked the capacity expansion projects (2013 - 2014)

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CF Fertilisers UK (formerly known as GrowHow) post-merger-integration increased asset utilization by nearly 20% and delivered synergies in excess of $35 million annually (2014 - 2017)

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Formed a strategic venture with CHS where CF Industries received $2.8 billion in a tax-efficient structure and also entered into a long-term supply agreement with CHS, which further de-risked the capacity expansion projects (2015 - 2016)

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Deployed approximately $6.7 billion in value-creating growth initiatives while also returning more than $5 billion of cash to shareholders through share repurchases and dividends (2013 - 2017)

Our Corporate Strategy

Our vision, given the cyclical nature of our business, is to deliver superior shareholder returns over the cycle. Our strategy, in support of our vision, is built upon a foundation of distinct core capabilities and core values that we live each and every day. We leverage our capabilities to drive business results that create long-term value for our shareholders. Our strategy is reviewed and endorsed annually by our Board and the Board plays an active role in measuring our ability to execute it successfully.

CF's Strategy

Our Strategy Is Aligned with Our Mission and Corporate Responsibility

Our strategy for creating long-term shareholder value is directly aligned with our mission: We feed the crops that feed the world and produce the building blocks for a better life, and we do so efficiently, safely, and sustainably. Fertilizer is responsible for helping to grow the crops that comprise about half of the world's food supply, which makes life possible for billions of people. Fertilizer also supports sustainable food production because it increases yield per acre, which means farmers need less land to grow the food the world's population needs to survive. By increasing crop yields, we help limit the conversion of carbon-sequestering forests into farmland. We also manufacture products that reduce greenhouse gas emissions from industrial processes. In addition, our diesel exhaust fluid product helps reduce nitrous oxide emissions of heavy-duty trucks and marine vessels. For further discussion of our corporate responsibility and sustainability practices, see "Corporate Governance — Corporate Responsibility and Sustainability."

Manufacturing chemical products responsibly requires a focus on safety. At CF Industries, safety is more than just a requirement — it is a point of pride and ingrained in our corporate culture and values. This commitment is illustrated by our industry leading safety statistics. At CF Industries, we believe that our strong safety record is a result of our focus on behavioral safety practices. During 2018 and 2019, we further demonstrated our commitment to

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operational excellence and safety by incorporating an operational metric into our annual incentive plan which was based on our achievement of ammonia production goals, subject to first achieving a gating level of performance on behavioral safety practices. See "Compensation Discussion and Analysis" for further information.

Strong Shareholder Returns Over the Cycle

We firmly believe that, due to the cyclical nature of the commodity chemical industry in which we operate, it is important to view performance over a longer time horizon than just one year. TheOur execution of initiatives aligned with our strategy has delivered stronghelped us achieve our vision — delivering superior shareholder value creationreturns over the cycle:cycle. The following table shows the cumulative total shareholder return, assuming the reinvestment of dividends, for our common stock and a peer group index for the 1, 3, 5, 7, and 10-year periods ended December 31, 2019.

Total Shareholder Return (TSR)

Each of the peer group companies was a publicly traded manufacturer of agricultural chemical fertilizers. The companies comprising the peer group are:

For purposes of calculating the TSR of CF Industries and the peer group index for the 1, 3, 5, 7, and 10-year periods ending December 31, 2019, the beginning stock price for each peer group company was established by its respective closing price on the last trading day immediately preceding January 1 of the first fiscal year of the applicable measurement period. The returns of the peer group companies were weighted according to their respective market capitalizations as of the date used to establish the beginning stock price. For Yara International ASA, Incitec Pivot Limited and OCI N.V., we used their respective home exchange stock prices, converted into U.S. dollars for TSR calculation purposes.

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STOCKHOLDER ENGAGEMENT2019 PERFORMANCE HIGHLIGHTS

We believe that building positive relationships with our stockholders is critical to CF Industries' success. We valueOperating Results

Annual Incentive Plan Performance Metrics

When setting performance levels for the views of,short-term incentive program, the compensation and regularly communicate with, our stockholders on a variety of topics, such as ourmanagement development committee considers the previous year's financial performance, corporate governance, executive compensation,market trends and related matters. Management shares the feedback received fromcompany's annual business plan. Actual results in 2019 exceeded the company's plan as product prices improved more than anticipated — contributing to higher revenue and margins. During 2019, we also exceeded our production goals in part due to our best-in-class operational capabilities that enable us to produce more product than other comparable manufacturers. At the same time, the cost of our principal feedstock, natural gas, declined compared to the prior year and much more than the market expectations reflected in forward market curves when setting our annual business plan. This combination of a more advantageous pricing environment, lower natural gas cost, and efficient production contributed to the above-target financial results, and, therefore, an above-target payout for the annual incentive program.

Additionally, the company continued to deliver against its strategic priorities and create long-term shareholder value.

(1)         EBITDA is defined as net earnings attributable to common stockholders withplus interest expense-net, income taxes and depreciation and amortization. See Appendix A for a reconciliation of EBITDA to the Board.most directly comparable GAAP measure.

(2)         See "Compensation Discussion and Analysis – Compensation Discussion and Analysis: In Detail – Key Elements of NEO Compensation Program – Our chairman or other membersMetrics Defined" for the definition of Adjusted EBITDA for purposes of our annual incentive plan.

(3)         The Secondary Metric, Tons of Ammonia Produced, has a behavioral safety gate threshold. If at least 95% of the Board may alsoaggregated safety grades of all employees at manufacturing sites were a "B" or better for the year, the safety performance gating requirement would be available to participate in meetings with stockholders as appropriate. Requests for such a meeting are considered on a case-by-case basis. Our engagement activities have resulted in valuable feedback that has contributed to our decision-making with respect to these matters. We welcome your input and feedback and look forward to continued engagement with our stockholders.

In connection withachieved. If the 2018 Annual Meeting, we contactedsafety performance gating requirement was not achieved, there would be no payout under the holders of over 60% of our outstanding shares to solicit feedback on our governance and executive compensation practices and other matters to be considered at the Annual Meeting. We engaged on those topics with the holders of approximately 45% of our outstanding shares. The feedback received during these meetings indicated that investors are supportive of our compensation and governance practices.Secondary Metric.

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OUR BOARD COMPOSITIONDIRECTOR NOMINEES

Our corporate governance and nominating committee regularly reviews the overall composition of our Board and its committees to assess whether each reflects the appropriate mix of experience, qualifications, attributes, and skills that are relevant to CF Industries' current and future global strategy, business, and governance.

Our Director Nominees

(1)

AC = Audit Committee

CC = Compensation and Management Development Committee

GC = Corporate Governance and Nominating Committee

   C = Committee Chair

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CORPORATE GOVERNANCE FACTSHIGHLIGHTS

We are committed to implementing sound corporate governance practices that enhance the effectiveness of the Board and our management and that serve the interests of our shareholders. Highlights of our governance practices include:

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All Directors are Independent, except CEO

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Governance Practice

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Board Structure and Governance

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• All of director nominees areindependent, except for our CEO. All of our standing Board committees are 100 percent independent. • We have anindependent Chairman of the Board and separate Chief Executive Officer. • Our directors areelected annually based on amajority voting standard for uncontested elections. We have aresignation policy if a director fails to receive a majority of votes cast. • Each of ourdirectors attended 75% or more of the combined total meetings of the full Board and the committees on which he or she served during 2019. • Our non-management directors meet inexecutive session, without management present, following each regularly scheduled Board meeting. • AnnualBoard and committee self-assessments and peer evaluations monitor the performance and effectiveness of the Board and its committees and directors. • The Chairman of the Board and Separate Chief Executive Officer

üchair of the governance committee lead an active process toregularly assess Board composition and attributes and consider succession planning. • We considerdiversity of background, including experience and skills as well as personal characteristics such as race, gender and age, in identifying nominees for director and incorporate recruitment protocols in our candidate searches that seek to identify candidates with these diversity characteristics. • Board plays an active role inreviewing and approving our strategy, and in measuring our ability to execute it successfully. • DiligentBoard oversight of risk management, including climate change, is a cornerstone of the company's risk management program. • Board has an integral oversight role inhuman capital management and engages with senior management on a broad range of topics including culture, talent development, compensation, employee recruiting and retention, and diversity and inclusion.

Regular Assessment of Board Composition and Attributes, Including Diversity; Women Comprise 20% of Director Nominees

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Majority Voting for Directors in Uncontested Elections

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• We have strongstock ownership guidelines for our executive officers and directors. • Weprohibit hedging and pledging of our common stock by directors and executive officers. • We have a robustclawback policy covering incentive awards.

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Corporate Responsibility

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• Ourethics program includes a strong Code of Corporate Conduct for all of our directors, officers and employees. • We discussCorporate Responsibility on our website and in ourCorporate Sustainability Report, including our values and "Do It Right" culture, our commitment to our stakeholders and communities, and strong corporate commitment torespect the dignity and human rights of others. • We providedisclosure of charitable contributions and corporate political contributions and trade associate dues in semi-annual reports.

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Shareholder Rights

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• Eligible shareholders can utilize theproxy access provisions of our bylaws to include their own nominees for director in our proxy materials along with Board-nominated candidates. • Wedo not have a shareholder rights plan, or poison pill. Our Board has adopted a policy whereby any rights plan adopted without shareholder approval must be submitted to shareholders for ratification, or the plan must expire, within one year of such adoption. • Our shareholders have theright to call a special meeting of shareholders. • Allsupermajority voting provisions have been eliminated from our certificate of incorporation and our bylaws.

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SHAREHOLDER ENGAGEMENT

We believe that building positive relationships with our shareholders is critical to CF Industries' success. We value the views of, and regularly communicate with, our shareholders on a variety of topics, such as our financial performance, corporate governance, executive compensation, and related matters. Management shares the feedback received from shareholders with the Board. Our chairman, our committee chairs, and other members of the Board may also be available to participate in meetings with shareholders as appropriate. Requests for such a meeting are considered on a case-by-case basis. Our engagement activities have resulted in valuable feedback that has contributed to our decision-making with respect to these matters.

We conduct shareholder outreach campaigns in the spring and in the fall. Our engagements in the spring are primarily focused on ballot items on which shareholders will vote at our annual meeting. Our engagements in the fall generally focus on voting outcomes from our prior annual meeting – including direct shareholder feedback on how they voted on ballot items – as well as potential corporate governance or executive compensation changes the Board and its committees are considering. The fall engagement also presents an opportunity to discuss with shareholders developments in their methodologies and analyses and potential future areas of focus.

In the first half of 2019 leading up to our 2019 annual meeting, we contacted shareholders comprising approximately 75% of our outstanding shares to invite them to speak with members of our senior management and the chair of our compensation and management development committee. Combined, management and our compensation and management development committee chair met with shareholders representing approximately 23% of our outstanding shares in advance of our 2019 annual meeting, discussing with these shareholders the ballot items on which shareholders would be voting at our 2019 annual meeting, in particular our 2018 executive compensation program and the say-on-pay vote, and other governance focused matters.

During the second half of 2019 following our 2019 annual meeting, we contacted shareholders comprising approximately 75% of our outstanding shares inviting them to speak with members of our senior management. Combined, management and our compensation and management development committee chair held meetings with shareholders accounting for 42% of our outstanding shares, discussing with these shareholders the voting outcome from our 2019 annual meeting as well as general governance, compensation, corporate responsibility and sustainability matters.

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COMPENSATION PROGRAM HIGHLIGHTS

Our executive compensation practices are overseen and administered by the compensation and management development committee, which is comprised exclusively of independent directors. The committee is responsible for designing an executive compensation program – including approving any changes to it – that effectively incentivizes our executives to create long-term value for our shareholders.

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Policy on Adoption of a Stockholder Rights Plan

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Independent Directors Meet Regularly in Executive Session

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Stockholder Ability to Call Special Meetings Compensation Philosophy

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Our compensation philosophy seeks toalign the interests of our employees and our shareholders through focusing on the total compensation (base salary, short-term incentives, long-term incentives, and benefits) of our employees, including our executive officers. We seek to benefit from this strategy byattracting key talent, retaining strong performers, increasing productivity, and maximizing operational and financial results, while also implementing compensation programs that arecost effective, market competitive, and sustainable across business cycles.

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Key Elements of Compensation Program

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Salary

Paid in line with individual performance and contribution to company goals and aligned to competitive market data

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Annual Cash Incentives

The amount of the actual incentive earned is determined based on our level of achievement of two performance metrics: • 75%: level of achievement ofAdjusted EBITDA* (Primary Metric) • 25%: level of achievement ofammonia production goals, subject to first achieving a gating level of performance onbehavioral safety practices (Secondary Metric)

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Long-Term Equity Incentives

A specified cash value amount is split among two different equity award types: • 60%: PRSUs (3-year cliff vesting based on averagereturn on net assets (RONA)* over three one-year periods, and a TSR modifier that can decrease or increase payout by up to 20%) • 40%: RSUs (3-year ratable vesting)

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Rigorous Benchmarking and Incentive Target Setting

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Bench-marking

Our total direct compensation istargeted at the 50th percentile of our Industry Reference Group, which is comprised of 17 companies in related industries, and the overall general industry market data.

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Incentive Metrics and Performance Levels

• We utilize performance metrics for our incentive compensation programsthat align executive interests with those of our shareholders • Executives are focused on achieving top performance across metrics that aredirectly tied to shareholder value creation and our core strategic objectives • The compensation and management development committee considersthe previous year's financial performance, market trends and the company's annual business plan when setting goals and targets for our incentive compensation programs • The performance metrics and target performance levels reflectthe inherent cyclicality of our business

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Leading Compensation Governance Practices

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Our leading compensation governance practices include: ✓ Strong pay-for-performance alignment ✓ Robust clawback policy covering incentive awards ✓ Stock ownership guidelines ✓ Performance metrics that align executive interests with interests of shareholders ✓ A majority of compensation for CEO and other executive officers is performance-based, at risk, and paid in equity

✓ No Supermajority Voting Provisions in Charteremployment agreements ✓ No repriced stock options ✓ Minimal perquisites ✓ Executive officers are prohibited from hedging or Bylawspledging our stock ✓ No new excise tax gross-ups after 2011 (CEO, CFO and SVP-HR have no such gross-up)

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For the definitions of Adjusted EBITDA and RONA, see "Compensation Discussion and Analysis – Compensation Discussion and Analysis: In Detail – Key Elements of NEO Compensation Program – Our Metrics Defined."

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2019 Target Total Compensation

The compensation and management development committee believes the majority of compensation should be composed of awards that are performance-based – with direct ties to the Company and individual employee performance. The significant majority of the target compensation of each named executive officer ("NEO") is at-risk based on company performance.

The following graphs illustrate the mix of total target direct compensation for our chief executive officer and for our other named executive officers for 2019:

AIP: Annual Incentive Plan (annual bonus), cash settled

LTIP: Long-Term Incentive Plan, denominated in equity

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PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTOR NOMINEES

Our directors are elected each year for one-year terms expiring at the next annual meeting of stockholders.shareholders. The Board has nominated ten currentthe eleven directors named in this Proxy Statement for re-election at the 20182020 Annual Meeting. Robert G. Kuhbach and Edward A. SchmittJohn D. Johnson will retire from the Board effective as of the date of the 2020 Annual Meeting and will not stand for re-election. Each director elected at the 20182020 Annual Meeting will serve a one-year term and until his or her successor is duly elected and qualified.

Each nominee has consented to being named in this Proxy Statement and to serve if elected. If any nominee becomes unavailable to serve, an event that the Board does not presently expect, we will vote the shares represented by proxies for the election of directors for the election of such other person as the Board may recommend. Unless otherwise instructed, we will vote all proxies we receive FOR the directors listed below.

Majority Vote Standard for Election of Directors

Our directors are elected by a majority of the votes cast in uncontested elections (the number of shares voted "for" a director nominee must exceed the number of votes cast "against" that director nominee). An "uncontested election of directors" means an election of directors in which, as of the date that is fourteen days in advance of the date we file our definitive proxy statement with the Securities and Exchange Commission ("SEC"), the number of nominees for election does not exceed the number of directors to be elected by the stockholdersshareholders at that election. In a contested election (a situation where the number of nominees for election exceeds the number of directors to be elected), the standard for election would be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors.

Director Resignation Policy

In accordance with procedures set forth in the company's corporate governance guidelines, any incumbent director (including the teneleven nominees standing for election at the Annual Meeting) who fails to receive a majority of votes cast in an uncontested election will be required to tender his or her resignation for consideration by the company's corporate governance and nominating committee. The corporate governance and nominating committee will consider the resignation and, within 45 days following the date of the applicable annual meeting, make a recommendation to the Board concerning the acceptance or rejection of the resignation. The Board will then take formal action on the corporate governance and nominating committee's recommendation no later than 90 days following the date of the annual meeting. Following the Board's decision on the committee's recommendation, we will publicly disclose the Board's decision, together with an explanation of the process by which the decision was made and, if applicable, the Board's reason or reasons for rejecting the tendered resignation.

DIRECTOR SUCCESSION PLANNING AND NOMINATION PROCESS

The Board is responsible for nominating members for election to the Board and for filling vacancies on the Board that may occur between annual meetings of stockholders.shareholders. The corporate governance and nominating committee is responsible for identifying, screening, and recommending candidates to the Board for Board membership.

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Regular Assessment of our Board Composition and Succession Planning

The chairman of the board and chair of the corporate governance and nominating committee lead an active process to regularly review the overall composition of the Board and each Board committee and assess whether each reflects the appropriate mix of experience, qualifications, attributes, and skills that

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are relevant to CF Industries' current and future global strategy, business, and governance. Board composition and succession planning is a standing item on the agendacalendar for each regular corporate governance and nominating committee meeting.meetings each year. The review process incorporates the results of the annual Board and committee performance and skills self-assessment processprocesses described under the heading "Corporate Governance — Annual Board and Committee Self-Evaluations and Director Peer Evaluations" in assessing and determining whether any gaps in experience, qualifications, attributes, and skills exist and the characteristics and critical skills required of prospective candidates for election to the Board.

In order to maintain a Board with an appropriate mix of experience and qualifications and to permit time for orientation, the succession planning process generally considers the development of the Board over the next five year time horizon. In the case of an anticipated change in the composition of the Board, whether as a result of a retirement consistent with our general aged-based retirement policy described below or otherwise, the Board generally prefers to recruit and add new directors such that there is time for the new directors to learn in detail our strategy, business, and governance sufficiently in advance of expected departures. The Board has also concluded that the appropriate number of directors is generally no fewer than eight nor more than twelve. The Board believes this range permits diversity of experience without hindering effective discussion or diminishing individual accountability. Therefore, the Board attempts to coordinate director additions and departures to maintain this size while allowing orientation time for new members as discussed above. Consistent with this process, the Board has added foursix new independent members over the past foursix years (Ms. Wagler in 2014, Ms. Noonan in 2015, and Messrs. Eaves and TolleToelle in 2017)2017, and Messrs. Ahmed and White in 2018), and twothree independent directors (Messrs. Kuhbach and Schmitt) are retiring effectivewill retire or have retired over the past three years (Mr. John D. Johnson will retire as of the date of the Annual Meeting.2020 annual meeting and Messrs. Robert G. Kuhbach and Edward A. Schmitt retired in 2018). Given our general aged-based retirement policy described below, in addition to Mr. Johnson, at least two more of our current directors are expected to retire within the next three years. In order to coordinate this refreshment in accordance with the Board's intention to allow orientation time for new directors while maintaining the benefit of departing director's experience, the Board expects these additional two current directors will retire over the course of the next two annual meetings.

Identifying and Evaluating Candidates for Director

The corporate governance and nominating committee generally identifies potential nominees by engaging third party search firms that specialize in identifying director candidates. Current directors and executive officers may also notify the committee if they become aware of potential candidates, and the committee refers such persons meetingto the third party search firm to first evaluate whether the candidate meets the criteria for Board membership discussed below. The committee will also consider candidates recommended by stockholdersshareholders as described below.

Once a person has been identified by the corporate governance and nominating committee as a potential candidate, the committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the corporate governance and nominating committee determines that the candidate warrants further consideration, the committee chair or another member of the committee will contact the person. Generally, if the person expresses a willingness to be considered and to serve on

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the Board, the corporate governance and nominating committee will request information from the candidate, review the person's accomplishments and qualifications, including in light of any other candidates that the committee might be considering, and conduct one or more interviews with the candidate. In certain instances, committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons who may have greater first-hand knowledge of the candidate's accomplishments. The committee's evaluation process will not vary based on whether or not a candidate is recommended by a stockholder,shareholder, although, as stated below, the committee may take into consideration the number of shares held by the recommending stockholdershareholder and the length of time that such shares have been held.

Recent Director Searches

As a result of our active succession planning and candidate evaluation processes, directors Ahmed, Eaves, Noonan, Toelle, Wagler and WaglerWhite were identified as candidates and added to the Board over the last foursix years. Each of these independent directors brings important skills and experience to our company that have further strengthened and complemented our Board. Each of these foursix individuals was recommended for consideration to the corporate governance and nominating committee by a third party search firm, and

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none of these foursix individuals was known to our chairman of the board or chief executive officer prior to the candidate evaluation process.

StockholderShareholder Recommendations of Director Candidates

The corporate governance and nominating committee will consider director candidates recommended by stockholders.shareholders. In considering candidates submitted by stockholders,shareholders, the committee will take into consideration the needs of the Board and the qualifications of the candidate. To have a candidate considered by the committee, a stockholdershareholder must submit the recommendation in writing and include the following information:

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the name of the stockholdershareholder and evidence of the person's ownership of our stock, including the number of shares owned and the length of time of ownership; and

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the name of the candidate, the candidate's resume or a listing of his or her qualifications to be a director of CF Industries, and the person's consent to be named as a director if selected by the committee and nominated by the Board.

The stockholdershareholder recommendation and information described above must be sent c/o the corporate secretary to our principal executive offices at the address on the Notice of Annual Meeting accompanying this Proxy Statement and must be received by the corporate secretary not less than 120 days prior to the anniversary date of our most recent annual meeting of stockholders.shareholders.

Proxy Access

Our bylaws allow eligible stockholdersshareholders to include their own nominees for director in our proxy materials along with the Board-nominated candidates. Subject to applicable procedural and other requirements under our bylaws, the proxy access provisions of our bylaws permit any stockholdershareholder or group of up to 20 stockholdersshareholders who have maintained continuous qualifying ownership of 3% or more of our outstanding common stock for at least the previous three years to nominate and include in our proxy materials director nominees constituting not more than 25% of the number of the directors in office at the time of the nomination.

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CRITERIA FOR BOARD MEMBERSHIP

Director Qualifications and Attributes

The corporate governance and nominating committee takes into consideration a number of factors and criteria in reviewing candidates for potential nomination to the Board. The corporate governance and nominating committee believes that the minimum qualifications for serving as a director of CF Industries are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board's oversight of our business and affairs and have an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities.

In addition, the committee will examine a candidate's specific experiences and skills, relevant industry background and knowledge, time availability in light of other commitments, potential conflicts of interest, material relationships with CF Industries, and independence from management and the company.

Diversity

Our corporate governance guidelines and corporate governance and nominating committee charter reflect the intention of the Board that the board of directors represent a diversity of backgrounds. In accordance with the corporate governance and nominating committee charter and our corporate

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governance guidelines, the corporate governance and nominating committee considers diversity in identifying nominees for director, including personal characteristics such as race, gender and age, and the experiences and skills relevant to the Board's performance of its responsibilities in the oversight of the company. In furtherance of this objective, the corporate governance and nominating committee has determined that it will incorporate recruitment protocols that seek to identify candidates in any future director search who meet these diversity characteristics. As discussed above, six new independent directors have joined our Board over the last five years. These directors' experience and skills backgrounds include senior executive leadership (three sitting or retired chief executive officers, a sitting chief financial officer, and a global supply chain executive) and two directors with expertise in agriculture. In terms of personal characteristics, these directors include two women, an African American, and a director of Asian origin who lives in Europe and has dual citizenship in the US and UK.

Retirement Age

As set forth in the company's corporate governance guidelines, it is the general policy of the company that no director having attained the age of 74 years shall be nominated for re-election or reappointment to the Board. However, the Board may determine to waive this policy in individual cases.

Director Tenure

To ensure that the Board maintains an appropriate balance of experience, continuity, and an openness to new ideas and a willingness to critically re-examine the status quo, the corporate governance and nominating committee considers the issue of continuing director tenure in connection with each director nomination recommendation.

FourThree director nominees, comprising 40%27% of the nominees, have served more than 10 years and onethree director nominee,nominees, comprising 10%27% of the nominees, hashave served between 5 and 10 years. These directors bring a wealth of experience and knowledge concerning CF Industries.

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The remaining five director nominees, comprising 50%46% of the nominees, have joined the Board over the past five years and bring fresh perspective to Board deliberations.

Service on Other Public Company Boards

CF Industries does not have a policy limiting the number of other publicThe company boards of directors upon which a director may sit, in general. However, the corporate governance and nominating committee considers the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member.

Although we do not impose a limit on outside directorships, we do recognizerecognizes the substantial time commitments attendant to Board membership and expectexpects that the members of our Board be fully committed to devoting all such time as is necessary to fulfill their Board responsibilities, both in terms of both preparation for and attendance and participation at meetings. Accordingly, directors should generally not serve on more than three other public company boards. A director who also serves as the chief executive officer or named executive officer of a public company generally should not serve on the board of more than one other public company.

In addition, in recognition of the enhanced time commitments associated with membership on a public company's audit committee, the Board has adopted a policy that no member of the audit committee may serve simultaneously on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the company's audit committee.

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Summary of Director Core Competencies

We consider the depth and diversity of experience on our Board a key strength. Our teneleven director nominees offer a diverse set of qualifications and perspectives and possess a wealth of leadership and professional experience. As discussed under the heading "Corporate Governance — Annual Board and Committee Self-Evaluations and Director Peer Evaluations," the chair of our corporate governance and nominating committee sponsors an annual self-assessment of director skills and experience in areas relevantwhich each director ranks the importance of various business experiences, qualifications, attributes, and skills and rates the director's competency level in the skills. The following table summarizes experiences and skills that we have identified as key to CF Industries'our current and future global strategy, business, and strategy.governance.

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		Public Company Governance		​		A deep understanding of the Board's duties and responsibilities enhances board effectiveness and ensures independent oversight that is aligned with stockholdershareholder interests.
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​		Senior Executive Leadership		​		We believe that directors who have served as CEOs or senior executives are in a position to challenge management and contribute practical insight into business strategy and operations.
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​		Operations		​		As a global manufacturing and distribution company, we benefit from the experience of our directors who have served in senior executive roles of global manufacturing companies.
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​		Accounting and Finance Expertise		​		A strong understanding of accounting and finance is important for ensuring the integrity of our financial reporting and critically evaluating our performance. Our directors have significant accounting experience and corporate finance expertise.
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​		Industry Focus		​		As one of the world's largest manufacturers and distributors of nitrogen fertilizer and other nitrogen products, we seek directors who are knowledgeable about the chemical, energy, and agriculture industries. These directors help guide the company in assessing trends and external forces in these industries.
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​		International Business		​		Directors with international business experience help us as we develop and grow our international manufacturing operations and global product distribution.
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​		Strategic Initiatives		​		Experience with major strategic initiatives, including mergers and acquisitions, divestitures, joint ventures and partnerships, substantial capital projects, and integration helps our company identify, pursue and consummate the right major initiatives that achieve our strategic objectives and realize synergies and optimal growth.
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​		Risk Management		​		Directors with significant risk oversight and management experience provide valuable insight as we make decisions on our strategic plan.
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​		Environmental & Safety		​		As core values, we put safety first and act as stewards for the environment. We take guidance from our directors who have served in executive or operating positions at industrial manufacturing companies.
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The following chart summarizes the competencies represented by our director nominees; the details of each director's competencies are included in each director's biography.

BOARD RECOMMENDATION

In connection with the Annual Meeting and in accordance with the above guidelines, the corporate governance and nominating committee recommended that the Board nominate the teneleven directors named in this Proxy Statement for re-election to the Board. The Board believes these nominees provide CF Industries with the combined depth and breadth of skills, experience and qualities required to contribute to an effective and well-functioning Board. Our teneleven director nominees offer a diverse set of qualifications and perspectives and possess a wealth of leadership and professional experience in areas relevant to our current and future global strategy, business, and governance.

The Board unanimously recommends that you vote FOR the election of the nominees presented in Proposal 1.

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DIRECTOR NOMINEE BIOGRAPHIES

The following is biographical information about each of our director nominees, and highlights the particular experiences, qualifications, attributes, and skills possessed by each director nominee that led the Board to determine that he or she is qualified to serve as a public company director and that he or she should serve as member of our Board. All director nominee biographical information is as of March 29, 2018.April 8, 2020.

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​				​		​		​		Javed Ahmed Javed Ahmed served as chief executive officer of Tate & Lyle PLC, a British-headquartered, global provider of solutions and ingredients for food, beverage and industrial markets with facilities and offices in over 30 locations worldwide and whose products are sold or distributed in over 120 countries, from October 2009 until April 2018. Prior to this role, he spent 17 years with Benckiser NV (later Reckitt Benckiser Group plc), a leading consumer products group, in a number of senior roles. He began his career with Procter & Gamble before spending five years with Bain & Co. Qualifications As the former chief executive officer of Tate & Lyle PLC, Mr. Ahmed brings public company initiative, governance, agriculture and food industry focus, international business, strategic initiative, risk management and environmental and safety expertise to the Board. Other Public Company Directorships (within the past 5 years) • Tate & Lyle PLC (October 2009 – April 2018)
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		Age 60		​		Tenure 2		​
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​		Qualifications • Public Company Governance • CEO • Agriculture and Food Industry • International Business • Strategic Initiatives • Risk Management • Environmental & Safety						​
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Robert C. Arzbaecher Robert C. Arzbaecher served as chief executive officer of Actuant Corporation, a diversified manufacturer and marketer of industrial products and systems with operations in more than 30 countries, from 2000 until January 2014 and as interim president and chief executive officer of Actuant from August 2015 until March 2016. He served as a director of Actuant from 2000 until January 2017 and as chairman of the board of Actuant from 2001 until March 2016. From 1992 until 2000, he held various financial positions with Applied Power, Inc., Actuant's predecessor, the most recent of which was chief financial officer. Prior to 1992, Mr. Arzbaecher held various financial positions with Grabill Aerospace, Farley Industries, and Grant Thornton, a public accounting firm. Mr. Arzbaecher is a certified public accountant and he is also a director of Fiduciary Management, Inc. mutual funds. Qualifications As the former chairman and chief executive officer of Actuant, Mr. Arzbaecher brings public company governance, international business, strategic initiative, and risk management expertise to the Board. As a certified public accountant who has served as a financial executive, he is an "audit committee financial expert" within the meaning of SEC rules. Other Public Company Directorships (within the past 5 years) • Actuant Corporation (2000 – Jan. 2017) (Chairman from 2001 – Mar. 2016)

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​				​		​		​		William Davisson William Davisson served as the chief executive officer of GROWMARK, Inc., a large agricultural cooperative system providing agronomy, energy, facility planning, and logistics products and services, as well as grain marketing and risk management services, in the United States and Canada, from 1998 through 2010. He worked in the GROWMARK system his entire career, from 1970 through 2010, and the positions he held prior to becoming to chief executive officer included chief financial officer and vice president, member services. GROWMARK was an owner of our predecessor company before our initial public offering ("IPO") in August 2005, and GROWMARK remains one of our largest customers. From 1998 to 2005, Mr. Davisson served as a director of our predecessor company and as chairman of its board from 2002 to 2004. Mr. Davisson is a certified public accountant. Qualifications As the former chief executive officer and chief financial officer of GROWMARK, Mr. Davisson brings accounting and finance, agriculture industry, and strategic initiative and risk management expertise to the Board. Mr. Davisson has a deep understanding of our business, as demonstrated by his more than 20 year association with our company. Mr. Davisson is a certified public accountant with substantial executive experience in risk management and he is an "audit committee financial expert" within the meaning of SEC rules. Other Public Company Directorships (within the past 5 years) • None
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		Age 72		​		Tenure 14		​
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​				​		​		​		John W. Eaves John W. Eaves has served as president and chief executive officer of Arch Coal, Inc., a top coal producer for the global steel and power generation industries, since 2012 and has been a member of its board of directors since 2006. He has more than 30 years of experience in the coal industry. During his tenure with Arch Coal, he has held positions of president and chief operating officer; senior vice president of marketing; and vice president of marketing and president of Arch Coal Sales, the company's marketing subsidiary. Mr. Eaves joined Arch Coal in 1987 after serving in various marketing-related positions at Diamond Shamrock Coal Company and Natomas Coal Company. He serves on the boards of the National Association of Manufacturers and the National Mining Association. On January 11, 2016, Arch Coal filed a voluntary petition for reorganization under the provisions of Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Missouri. On October 5, 2016, Arch Coal's reorganization plan became effective and it emerged from Chapter 11. Qualifications As the president and chief executive officer and former chief operating and marketing officer of Arch Coal, Mr. Eaves brings substantial energy industry, operations, strategic initiative, and environmental and safety expertise to the Board. Mr. Eaves has extensive experience in risk managementriskmanagement and accounting and finance expertise through his active supervision of those performing financial accounting and reporting at Arch Coal.Coal and he is an "audit committee financial expert" within the meaning of SEC rules. Other Public Company Directorships (within the past 5 years) • Arch Coal (2006 – present)
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		Age 62		​		Tenure 3		​
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​		Qualifications • Public Company Governance • CEO • Operations • Accounting and Finance Expertise • Energy Industry • Strategic Initiatives • Risk Management • Environmental & Safety						​
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​				​		​		​		Stephen A. Furbacher Stephen A. Furbacher served as president and chief operating officer of Dynegy Inc., a provider of wholesale power, capacity, and ancillary services to utilities, cooperatives, municipalities, and other energy companies, from August 2005 until December 2007. Prior to that, he served as executive vice president of Dynegy's previously owned natural gas liquids business segment, which was engaged in the gathering and processing of natural gas and the fractionation, storage, transportation, and marketing of natural gas liquids, from September 1996 to August 2005. Mr. Furbacher joined Dynegy in May 1996, just prior to Dynegy's acquisition of Chevron's midstream business. Before joining Dynegy, he served as president of Warren Petroleum Company, the natural gas liquids division of Chevron U.S.A. Mr. Furbacher began his career with Chevron in August 1973 and served in positions of increasing responsibility before being named president of Warren Petroleum Company in July 1994. Mr. Furbacher serves as chief executive officer and president of GTBC, LLC, which operates Grand Teton Brewing Company. Qualifications Mr. Furbacher brings substantial senior executive leadership, refinery and petro-chemical operations, energy industry, public company governance and strategic initiative expertise to the Board as a result of his leadership positions at Dynegy, Warren Petroleum, and Chevron. Mr. Furbacher has extensive experience with risk management and environmental and safety matters. Other Public Company Directorships (within the past 5 years) • None
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		Age 72		​		Tenure 12		​
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​		Chairman of the Board and Lead Independent Director						​
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​				​		​		​		Stephen J. Hagge Stephen J. Hagge served as the president and chief executive officer of AptarGroup, Inc., a leading global supplier of a broad range of innovative dispensing systems for the beauty, personal care, home care, prescription drug, consumer health care, injectables, food and beverage markets with manufacturing facilities in North America, Europe, Asia and Latin America, from 2012 until January 2017 and as special advisor to the chief executive officer from February 2017 to March 2017. He served as chief operating officer of AptarGroup from 2008 to 2011, as chief financial officer of AptarGroup from 1993 to 2011 and as an executive vice president and secretary of AptarGroup from 1993 to 2011. Mr. Hagge has served as a director of AptarGroup from 2001 to 2019 and as a director of Crown Holdings Inc. since 2001.2019. He is also a member of the board of directors of Transcendia Topco Holdings, Inc., a privately held specialty package company, since 2018. Qualifications Through his experience as a director, chief executive officer, chief financial officer, and chief operating officer of AptarGroup, Mr. Hagge brings substantial public company governance, operations, international business, strategic initiative, and risk management expertise to the Board. Mr. Hagge has served as a financial executive and is an "audit committee financial expert" within the meaning of SEC rules. Other Public Company Directorships (within the past 5 years) • AptarGroup (2001 – 2019) • Crown Holdings Inc. (2019 – Present)
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		Age 68		​		Tenure 9		​
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		John D. Johnson served as the president and chief executive officer of CHS Inc. ("CHS"), a Fortune 100 company and leading global agribusiness that is diversified in energy, grains, and foods, from 2000 through 2010. CHS was an owner of our predecessor company before our IPO in August 2005 and remains one of our largest customers. From 2000 to 2005, Mr. Johnson served as a director of our predecessor company and as chairman of its board from 2004 to 2005. Mr. Johnson joined Harvest States Cooperative in 1976, and served as president and chief executive officer of Harvest States from 1995 until it merged with Cenex, Inc. to form CHS in 1998. From 1998 to 2000, Mr. Johnson served as general manager and president of CHS. Mr. Johnson served as a director of Gold Kist Holdings Inc., which operated a fully integrated chicken production business, from 2004 until its acquisition by Pilgrim's Pride Corp. in 2007. Qualifications As the former president and chief executive officer of CHS and its predecessor company, Mr. Johnson brings substantial operations, agriculture industry, energy industry, international business, strategic initiative, risk management, and environmental and safety expertise to the Board. Mr. Johnson has a deep understanding of CF Industries' business, as demonstrated by his 18 year association with our company. Other Public Company Directorships (within the past 5 years) • None
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​				​		​		​		Anne P. Noonan Anne P. Noonan has served as president and chief executive officer and as a director of OMNOVA Solutions Inc., a global provider of emulsion polymers, specialty chemicals, and engineered surfaces for a variety of commercial, industrial, and residential end uses with manufacturing, technical, and other facilities located in North America, Europe, China, and Thailand, since December 2016. She previously served as OMNOVA's president, performance chemicals, from 2014 until December 2016. Ms. Noonan previously held several positions of increasing responsibility with Chemtura Corporation, a global specialty chemicals company, from 1987 through 2014, including most recently as senior vice president and president of Chemtura's Industrial Engineered Products business and Corporate Development function. She serves on the boards of the American Chemistry Council and the Greater Cleveland Partnership. Qualifications As the president and chief executive officer of OMNOVA Solutions and previous executive operating positions at both OMNOVA Solutions and Chemtura Corp., Ms. Noonan brings public company governance, operations, chemical industry, international business, strategic initiative, and environmental and safety expertise to the Board. Ms. Noonan has extensive experience in risk management and accounting and finance expertise through her active supervision of those performing financial accounting and reporting at OMNOVA Solutions. Other Public Company Directorships (within the past 5 years) • OMNOVA Solutions (Dec. 2016 – Present)
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​				​		​		​		Michael J. Toelle Michael J. Toelle is the owner of T & T Farms, a diversified farming company. He has been a member of the board of Nationwide Mutual Insurance Company, one of the largest insurance and financial services companies in the world, since 2013. He is a former board chairman and longtime board member of CHS. He also served as a board member for Cenex, Inc., before it merged with Harvest States Cooperatives to create CHS in 1998. Mr. Toelle is past chairman of the CHS Foundation and previously served as a director for the Agricultural Council of America and Country Partners Cooperative. He is a member of the National Association of Corporate Directors. Qualifications As the owner and operator of a major diversified farming company, a director of Nationwide Mutual Insurance Co. and former chairman and director of CHS, Mr. Toelle brings agricultural industry, operations, strategic initiative, risk management, and environmental and safety expertise to the Board. Other Public Company Directorships (within the past 5 years) • None
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		Age 57		​		Tenure 3		​
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​				​		​		​		Theresa E. Wagler Theresa E. Wagler has served as chief financial officer and executive vice president of Steel Dynamics, Inc., one of the largest domestic steel producers and metals recyclers in the United States, since 2007 and 2009, respectively. She also serves as Steel Dynamics' principal accounting officer.officer and also has oversight responsibility for company-wide safety, human resources, business development and strategy, and two operating joint ventures. She has held various positions of increasing responsibility since joining Steel Dynamics in 1998. Prior to joining Steel Dynamics, she served as assistant corporate controller for Fort Wayne National Bank and as a certified public accountant with Ernst & Young LLP. Qualifications As the chief financial officer of With her roles and responsibilities at Steel Dynamics, Ms. Wagler brings substantial public company governance, operations, accounting and finance, strategic initiative, and risk management and environmental and safety expertise to the Board. Ms. Wagler is a certified public accountant and an "audit committee financial expert" within the meaning of SEC rules. Other Public Company Directorships (within the past 5 years) • None
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		Age 49		​		Tenure 5		​
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​				​		​		​		Celso L. White Celso L. White served as global chief supply chain officer at Molson Coors Brewing Company, one of the largest global brewers with breweries in the United States, Canada, Europe and India and worldwide distribution, from January 2013 to December 2019. From September 2010 to January 2013, he was vice president of international supply chain at Molson Coors. Prior to joining Molson Coors, he was Pepsi Cola's vice president and general manager of Concentrate Operations, responsible for the Americas and parts of Asia from 2004 to 2010. In January 2020, Mr. White co-founded Igniting Business Growth LLC, a consultancy business. Mr. White serves on the board of Colorado UpLift based in Denver, Colorado and is a member of the Bradley University Board of Trustees. Qualifications As the global chief supply chain officer at Molson Coors Brewing Company, Mr. White was responsible for all aspects of the supply chain from grain fields to finished product retailer distribution, including procurement; operations; planning; logistics and distribution; environmental health and safety; engineering; and technical innovation. Mr. White brings operational, agricultural industry, international business, strategic initiative, risk management and environmental and safety expertise to the Board. Other Public Company Directorships (within the past 5 years) • None
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		Age 58		​		Tenure 2		​
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​		CF Committees • Compensation and management development						​
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​		Qualifications • Global Chief Supply Chain Officer • Operations • Agriculture Industry • International Business • Strategic Initiatives • Risk Management • Environmental & Safety						​
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W. Anthony Will W. Anthony Will has served as our president and chief executive officer and as a member of the Board since January 2014. He was previously our senior vice president, manufacturing and distribution, from January 2012 to January 2014, our vice president, manufacturing and distribution, from March 2009 to December 2011, and our vice president, corporate development, from April 2007 to March 2009. Mr. Will has also served in the comparable officer positions with Terra Nitrogen GP Inc. ("TNGP") as he has held with CF Industries sincefrom April 2010.2010 to April 2018. TNGP iswas our indirect, wholly-owned subsidiary and the sole general partner of Terra Nitrogen Company, L.P., a publicly-traded producer of nitrogen fertilizer products. In April 2018, we purchased all of the publicly traded common units of Terra Nitrogen Company, L.P. Mr. Will served as a director of TNGP from June 2010 until February 2016 and as chairman of the board of TNGP from January 2014 to February 2016. Before joining CF Industries, Mr. Will was a partner at Accenture Ltd., a global management consulting, technology services, and outsourcing company. Earlier in his career, he held positions as vice president, business development at Sears, Roebuck and Company and vice president, strategy and corporate development at Fort James Corporation. Prior to that, Mr. Will was a manager with the Boston Consulting Group, a global management consulting firm. Qualifications As the president and chief executive officer of CF Industries and with his previous executive operations and corporate development positions, Mr. Will brings public company governance, operations, fertilizer and chemical industry, international business, strategic initiative, and environmental and safety expertise to the Board. Mr. Will has extensive experience in risk management and accounting and finance expertise through his active supervision of those performing those functions at CF Industries. Other Public Company Directorships (within the past 5 years) • Terra Nitrogen Company, L.P. (2010 – Jan. 2017) (Chairman (Chairman from 2001 – Mar. 2016)

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Qualifications • Public Company Governance • CEO • Operations • Accounting and Finance Expertise • Fertilizer / Chemical Industry • International Business • Strategic Initiatives • Risk Management • Environmental & Safety

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CORPORATE GOVERNANCE

CF Industries is committed to implementing sound corporate governance practices that enhance the effectiveness of the Board and our management.management and that serve the interests of our shareholders. Our corporate governance and nominating committee periodically reviews corporate governance developments and best practices along with our policies and business strategies. The committee advises the Board and management in an effort to strengthen existing governance practices and develop new policies that make CF Industries a better company. We are proud of the steps we have taken and the progress we have made to further strengthen our corporate governance practices and demonstrate our responsiveness to stockholdershareholder concerns. Highlights of our corporate governance include:

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Independent chairman of the Board and separate chief executive officer. Nine of our ten director nominees are considered independent.

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In accordance with our corporate governance and nominating committee charter and our corporate governance guidelines, the corporate governance and nominating committee considers diversity in identifying nominees for director. Women comprise 20% of our director nominees.

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All of our directors are elected annually.

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We have a majority vote standard for the election of directors in uncontested elections.

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Eligible stockholders can utilize the proxy access provisions of our bylaws to include their own nominees for director in our proxy materials along with Board-nominated candidates. For further information, see the discussion in Proposal 1 under the heading "Proxy Access."

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The Board has adopted a policy whereby, if the Board adopts a stockholder rights plan without prior stockholder approval, the Board will submit the stockholder rights plan to the company's stockholders for ratification, or the stockholder rights plan must expire, within one year of such adoption.

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Stockholders representing not less than 25% of our outstanding common stock can call a special meeting of stockholders. At the Annual Meeting, we are asking stockholders to ratify the provisions in our certificate of incorporation and bylaws granting stockholders the ability to call special meetings of stockholders. See Proposal 3 for additional information.

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All supermajority voting provisions have been eliminated from our certificate of incorporation and our bylaws.

CORPORATE GOVERNANCE GUIDELINES

The Board has adopted corporate governance guidelines to document its overall management governance philosophy. According to these guidelines, the business and affairs of CF Industries shall be managed by or under the direction of the Board. The Board's goal is to build long-term value for our stockholdersshareholders and assure the vitality of the company for our customers and employees and the other individuals and organizations who depend on us. A copy of our corporate governance guidelines is available to stockholdersshareholders at our corporate website,www.cfindustries.com, or by writing to our corporate secretary at the address of our principal executive offices on the Notice of Annual Meeting accompanying this Proxy Statement.

DIRECTOR INDEPENDENCE

The experience and diversity of our directors has been, and continues to be, critical to our success. Our corporate governance guidelines require that the Board be composed of at least a majority of directors who qualify as independent directors under the listing standards of the New York Stock Exchange (the "NYSE"). Additionally, in accordance with NYSE listing standards, the members of our audit, compensation, and corporate governance and nominating committees must be independent. The Board

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has made an affirmative determination that all eleven of our non-employee directors have no material relationship with CF Industries or any of its subsidiaries (other than being a director and stockholdershareholder of CF Industries) and, accordingly, meet the applicable requirements for "independence" set forth in the NYSE's listing standards.

LEADERSHIP OF THE BOARD

Separate Independent Board Chairman and Chief Executive Officer

The Board has determined that the most effective leadership structure is to maintain an independent Board chair role separate from the chief executive officer. In making this determination, the Board takes into account a number of factors, including (1) that separating these positions allows our Board chairman to focus on the Board's role of providing advice to, and independent oversight of, management and (2) the time and effort our chief executive officer needs to devote to the management and operation of CF Industries and the development and implementation of our business strategies. Although our governance documents provide the Board with the flexibility to select the leadership structure in the way that it deems best for CF Industries at any given point in time, it is the Board's intentionBoard intends to continue to maintain an independent Board chair separate from the chief executive officer. In addition, according to our corporate governance guidelines, if the chairman of the Board is not an independent director, our independent directors will designate one of their number to serve

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as a lead independent director. Otherwise, if the chairman of the Board is an independent director, he or she will serve as the lead independent director.

Stephen A. Furbacher has served as our lead independent director since 2010 and as Board chairman since May 2014. Mr. Furbacher was selected by the directors to serve as chairman because of his contributions to the leadership of the Board through his position as our lead independent director prior to becoming chairman.Board. Because Mr. Furbacher is an independent director, he continues to serve as our lead independent director. The lead independent director's duties include (i) coordinating the activities of the independent directors, (ii) coordinating the agenda for and moderating sessions of the independent directors, and (iii) facilitating communications between the other members of the Board. Unless otherwise provided in a short-term succession plan approved by the Board:

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in the event that our chief executive officer should unexpectedly become unable to perform his or her duties, the chairman of the Board (if the chairman is an independent director or else the lead independent director) shall allocate the duties of the chief executive officer among our other senior officers; and



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in the event that the chairman of the Board should unexpectedly become unable to perform his or her duties, the chief executive officer (if the chairman of the Board is an independent director or else the lead independent director) shall temporarily assume the duties of the chairman of the Board,

in each case, until the Board has the opportunity to consider the situation and take action.

Executive Sessions

At each regularly scheduled meeting, the Board conducts executive sessions, which are discussions that involve only the non-employee directors. Our corporate governance guidelines state that the lead independent director or, in such director's absence, another independent director designated by the lead independent director will preside at the executive sessions of the Board.

Annual Board and Committee Self-Evaluations and Director Peer Evaluations

Our corporate governance and nominating committee sponsors an annual self-assessment of the Board's performance and the performance of each committee of the Board as well as director peer evaluations. The assessment includes a review of any areas in which the Board or management believes

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the Board can make a better contribution to CF Industries. In addition, the chair of the corporate governance and nominating committee sponsors an annual self-assessment of director skills and experience. The assessment asks each director to rank the importance of various business experiences, qualifications, attributes, and skills to our current and future global strategy, business, and governance and to rate the director's competency level in the skills. The results of the assessments are discussed with the full Board and each committee. The corporate governance and nominating committee considers the results of thisthese self-evaluation processprocesses as applicable in assessing and determining the characteristics and critical skills required of prospective candidates for election to the Board and making recommendations to the Board with respect to assignments of Board members to various committees.

Table of Contents Management Development and Succession Planning

Our Board plays an integral oversight role in talent development by recognizing the importance of succession planning for the CEO and other key executives at CF Industries. To assist the Board, the chief executive officer prepares and distributes to the Board an annual report on succession planning for all senior officers of the company with an assessment of senior managers and their potential to succeed the chief executive officer and other senior management positions. In addition, the chief executive officer prepares, on a continuing basis, a short-term succession plan which delineates a temporary delegation of authority to certain officers of the company, if all or a portion of the senior officers should unexpectedly become unable to perform their duties.

COMMITTEES OF THE BOARD

The Board has established three separate standing committees: the audit committee, the compensation and management development committee, and the corporate governance and nominating committee. The Board has adopted written charters for each of these committees and copies of these charters are available to stockholdersshareholders at our corporate website,www.cfindustries.com, or by writing to our corporate secretary at the address of our principal executive offices on the Notice of Annual Meeting accompanying this Proxy Statement.

Audit Committee. Our audit committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The committee currently consists of Theresa E. Wagler (chair), Robert C. Arzbaecher, William Davisson, John W. Eaves, and Stephen J. Hagge, and Robert G. Kuhbach. During 2017, the audit committee members were Theresa E. Wagler (chair from May 2017 through present), Robert C. Arzbaecher, William Davisson, John W. Eaves (effective July 2017), Stephen J. Hagge, and Robert G. Kuhbach (chair from January through May 2017).Hagge. The Board has affirmatively determined that all of the directors who served on the audit committee during 2017 and who presently serve on the committee are independent within the meaning ofunder the corporate governance standards of the NYSE applicable to audit committee members. The Board has also determined all of these directors are "audit committee financial experts," as defined by the SEC. The audit committee assists the Board in fulfilling its oversight responsibility for (1) the integrity of our financial statements and financial reporting process and our systems of internal accounting and financial controls, (2) the performance of our internal audit function, (3) the annual independent integrated audit of our consolidated financial statements and internal control over financial reporting, and (4) our compliance with legal and regulatory requirements, including our disclosure controls and procedures. The duties and responsibilities of the audit committee include the engagement of our independent registered public accounting firm and the evaluation of our accounting firm's qualifications, independence, and performance. The audit committee's report to stockholdersshareholders appears elsewhere in this Proxy Statement.

Compensation and Management Development Committee. Our compensation and management development committee currently consists of Stephen J. Hagge (chair), Stephen A. Furbacher, John D. Johnson, Anne P. Noonan, Edward A. Schmitt, Michael J. Toelle, and Theresa E. Wagler. During 2017, the compensation committee members were Stephen J. Hagge (chair from May 2017 through present), Robert C. Arzbaecher (from January through May 2017), Stephen A. Furbacher, John D. Johnson (chair from January through May 2017), Anne P. Noonan, Edward A. Schmitt, Michael J. Toelle (effective July 2017), and Theresa E. Wagler.Celso L. White. The Board has affirmatively determined that all of the directors who served on the compensation committee during 2017 and who

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presently serve on the committee are independent under the corporate governance standards of the NYSE.NYSE applicable to compensation committee members. The Board has also determined that all of the members of the committee qualify as "non-employee directors," within the meaning of Rule 16b-3 promulgated under the Exchange Act, and "outside directors," within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). The compensation and management development committee oversees our compensation and employee benefit plans and practices, including our executive compensation plans, director compensation plans, and incentive-compensation and equity-based plans. In addition, the compensation and management development committee supports the full Board with succession plans for the CEO, while overseeing and reviewing management's development, retention and succession planning for other key executives and senior management. The compensation and management development committee's report to stockholdersshareholders appears elsewhere in this Proxy Statement. Additional information regarding the processes and procedures of the compensation and management development committee in recommending and determining compensation for our directors and executive officers is set forth below under the heading "Compensation Discussion and Analysis—Role of the Compensation Committee.Analysis."

Corporate Governance and Nominating Committee. Our corporate governance and nominating committee currently consists of Robert C. Arzbaecher (chair), William Davisson,Javed Ahmed, John W. Eaves, Stephen A. Furbacher, John D. Johnson, Robert G. Kuhbach, Anne P. Noonan, Edward A. Schmitt, and Michael J. Toelle. During 2017, the corporate governance and nominating committee members were Robert C. Arzbaecher (effective May 2017 and chair from May 2017 through present), William Davisson, John W. Eaves (effective July 2017), Stephen A. Furbacher, John D. Johnson, Robert G. Kuhbach, Anne P. Noonan, Edward A. Schmitt (chair from January through May 2017), and Michael J. Toelle (effective July 2017). The Board has affirmatively determined that all of the directors who served on the corporate governance and nominating committee during 2017 and who presently serve on the committee are independent under the corporate governance standards of the NYSE. The corporate governance and nominating committee's responsibilities include identifying and recommending to the Board individuals qualified to serve as directors and on committees of the Board; advising the directors with respect to the Board's composition, procedures, and committees; developing and recommending to the Board a set of corporate governance principles; and overseeing the evaluation of the Board and the president and chief executive officer.

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ATTENDANCE OF DIRECTORS AT MEETINGS

Directors are expected to attend meetings of the Board and the committees on which they serve, as well as our annual meeting of stockholders.shareholders. A director who is unable to attend a meeting (which it is understood will occur on occasion) is expected to notify the chairman of the Board or the chair of the appropriate committee in advance of such meeting.

During 2017,2019, the Board held sixseven meetings, our audit committee held nine meetings, our compensation and management development committee held sevenfive meetings, and our corporate governance and nominating committee held fivefour meetings. AllEach of our directors attended 100%75% or more of the combined total meetings of the full Board and those committees of which they were members, except (i) one director was unable to attend one in-person Board meeting due to jury duty service but did participate by teleconference for a portion of the meeting, (ii) one director was unable to attend one in-person meeting of the board and of each of the two committees on which the directorhe or she served and (iii) one compensation committee member was unable to attend one telephonic compensation committee meeting.during 2019. All twelve of our directors then in office attended the 2017 Annual Meeting,2019 annual meeting, which was held on May 12, 2017.8, 2019.

ROLEBOARD OVERSIGHT OF THE BOARD INSTRATEGY AND RISK OVERSIGHTMANAGEMENT

Shareholders elect the Board to oversee management and to serve shareholders' long-term interests. Management is responsible for delivering on our strategy, creating our culture, establishing accountability, and managing risk. The Board and its committees work closely with management to balance and align strategy, risk, corporate social responsibility, and other areas while considering feedback from shareholders. Essential to the Board's oversight role is a transparent and active dialogue between the Board and its committees, and management. To support that dialogue, the Board and its committees have access to, receive presentations from, and conduct regular meetings with our executive officers, other internal business and function leaders and subject matter experts, as well as external experts and advisors.

Board Oversight of Strategy

One of the Board's primary responsibilities is reviewing and approving the strategy established by management and measuring our ability to execute it successfully. Throughout the year, the Board and its committees provide oversight and guidance to management regarding our strategy, operating plans, and overall performance. While elements of strategy are embedded in every regularly-scheduled meeting of the Board, the Board also dedicates at least one full day meeting each year to focus on our long-term business strategic planning. At all of these reviews, the Board engages with our executive officers and other business leaders regarding business objectives, the competitive landscape, economic trends, and regulatory developments. At meetings occurring throughout the year, the Board also assesses strategic initiatives, our budget and capital allocation plans, and performance for alignment to our strategy.

Board Oversight of Risk Management

Our management is responsible for establishing and maintaining systems to assess and manage the company's risk exposure, and the Board provides oversight in connection with those efforts. In fulfilling its risk oversight role, the Board focuses on the adequacy of our risk management process and the effectiveness of our overall risk management system. The goal of this oversight byIn addition, the Board isroutinely assesses policies and procedures in critical areas to ensure that our employees whothe responsibilities and authority delegated to senior management are responsible forappropriate from an operational and risk management (i) adequatelyperspective. The Board also receives regular reports from senior management addressing financial and operational risk exposure, including monthly scorecards and quarterly dashboards that include financial metrics and safety and environmental statistics.

Our management has established an enterprise risk management ("ERM") program that includes an annual assessment process that is designed to identify the material risks that could affect us and the company faces in a timely manner; (ii) implement appropriateachievement of our objectives; to understand, assess, and prioritize those risks; and to

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facilitate the implementation of risk management strategies and processes across the company that are responsive to the company's risk profile, business strategies, and specific material risk exposures; (iii)exposures. The ERM program seeks to integrate consideration of risk and risk management into business decision-making

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throughout the company; and (iv) includecompany, including through the implementation of policies and procedures intended to ensure that adequately transmit necessary information with respect to material risks is transmitted to senior executives and, as appropriate, to the Board or relevant committees. During 2017,

The Board administers its risk oversight function as a whole and through its committees. In accordance with its charter, the audit committee supports the Board reviewedin its oversight of the company's risk management system and process by reviewing and discussing with the key members of management responsible for management of risk the guidelines and policies governing the ERM process, by which management hadthe key risks identified in the material risks to the company's strategic, operating, financial reporting, and compliance objectives,ERM process, as well as the likelihood of occurrence and the potential impact assigned to those risks by management, and the mitigating measuresrisk mitigation strategies in each instance.

Our Board and its committees are actively involved in the oversight of our strategy and processes to identify, assess, and address the risks and opportunities to our company associated with climate change. Management provides the Board regular updates on these issues, including during the discussions at the Board meetings dedicated to reviewing our long-term business strategic plan, and as part of management's review of the enterprise risk management process.

In addition, the audit committee receives regular reports on the efficacy of our information security and technology risks (including cybersecurity) and related policies and procedures from our chief information officer and other members of senior management who are tasked with monitoring cybersecurity risks.

The other standing committees of the Board oversee management of risks relating to their respective areas of responsibility. The compensation and management development committee reviews risks associated with the design and implementation of our compensation plans and arrangements (see "Compensation Discussion and Analysis—Compensation and Benefits Risk Analysis" below). The nominating and corporate governance committee reviews risks related to our governance structures and processes.

All Board members are invited to attend every committee meeting, and Board members who do not attend a committee meeting receive information about committee activities and deliberations.

CODE OF CORPORATE CONDUCTCulture, Management Development and Succession Planning

The Board has adopted a code of corporate conduct that is applicable to allA core aspect of our directors, officers,culture is our commitment to developing talent and employees. A copyfuture leaders. At CF, leadership is the quality that drives our values and sets us apart. To help foster leadership, the company developed a new set of leadership competencies that provide a common language for how to demonstrate leadership at every level of the code is availableorganization. We invest in extensive assessment, training and professional development opportunities for our employees. We view these types of development opportunities as being a key part of succession planning, allowing us to stockholders at our corporate website, www.cfindustries.com, or by writing to our corporate secretary atgrow a stronger company, today and in the address on the Notice of Annual Meeting accompanying this Proxy Statement. We intend to disclose on our corporate website any amendment to any provisionfuture.

The compensation and management development committee of the code that relatesBoard engages with senior management and human resources executives across a broad range of human capital management topics including culture, succession planning and development, compensation, employee recruiting and retention, and diversity and inclusion.

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Our Board plays an integral oversight role in talent development by recognizing the importance of succession planning for the CEO and other key executives at CF Industries. To assist the Board, the chief executive officer prepares and distributes to any elementthe Board an annual report on succession planning for all senior officers of the definitioncompany with an assessment of "code of ethics" enumerated in Item 406(b) of Regulation S-K undersenior managers and their potential to succeed the Exchange Act, and any waiver from any such provision granted to our principalchief executive officer principal financialand other senior management positions. In addition, the chief executive officer principal accounting officerprepares, on a continuing basis, a short-term succession plan which delineates a temporary delegation of authority to certain officers of the company, if all or controller or persons performing similar functions.a portion of the senior officers should unexpectedly become unable to perform their duties.

STOCKHOLDERBEYOND THE BOARDROOM

On-Site Visits to Nitrogen Manufacturing Facilities

Most Board and committee meetings are held on-site at our headquarters or near other CF facilities. Over the last five years our Board has visited our nitrogen manufacturing facilities in Verdigris, Oklahoma; Yazoo City, Mississippi; Port Neal, Iowa; Donaldsonville, Louisiana; and Ince, United Kingdom. Locating the Board and committee meetings on-site or near our headquarters or manufacturing locations allows our directors to deepen their understanding of the company and interact with on-site employees.

Director Orientation

All new members of the Board participate in the company's new director orientation program led by members of senior management. The new director orientation program enables new members of the Board to quickly become active, knowledgeable and effective Board members. Orientation includes a visit to the company's corporate headquarters for a personal comprehensive briefing by senior management on our business, financial position, strategic plans, significant financial, accounting and risk management issues, compensation practices, corporate governance and key policies and our principal officers and internal and independent auditors as well as the roles and responsibilities of our directors. In addition, within a few months of joining our Board, new directors visit one of our nitrogen manufacturing facilities to see our operations in person and learn about our manufacturing processes.

Continuing Education

All directors are encouraged to participate in outside continuing education programs to increase their knowledge and understanding of the duties and responsibilities of directors and the company, regulatory developments and best practices. The Board materials for every corporate governance and nominating committee meeting include a schedule and summary of upcoming relevant continuing education programs, sponsored by leading universities or other organizations, with any associated expenses to be reimbursed by the company. Directors who have participated in such programs share their lessons and insights with other members of the Board. The company also provides continuing director education through individual speakers who make relevant presentations in connection with in-person Board meetings, for our directors to stay current and knowledgeable about the company's industry, market and overall environment. The company's senior management also monitors pertinent developments in business, corporate governance and issues pertaining to the company and the industries in which it participates and regularly shares articles, reports and current events with directors. The corporate governance and nominating committee reviews the director education process to ensure the continuing education provided remains relevant and helpful.

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Individual Discussions and Mentoring Management

Each year one or more members of the Board participates in our annual leadership conference for mid and senior-level management. This presents another opportunity for our directors to share their advice and experience with management and to engage with high-potential individuals as they grow into greater leadership roles. Additionally, high-potential employees join members of the Board for dinners prior to on-site Board and committee meetings. These dinners are designed to give directors the opportunity to engage with employees directly and afford employees an opportunity to ask questions and get to know our directors.

SHAREHOLDER ENGAGEMENT

We believe that building positive relationships with our stockholdersshareholders is critical to CF Industries' success. We value the views of, and regularly communicate with, our stockholdersshareholders on a variety of topics, such as our financial performance, corporate governance, executive compensation, corporate responsibility and sustainability, and related matters. As discussed in "Compensation Discussion and Analysis—Shareholder Engagement," we conduct shareholder outreach campaigns in the spring and fall. Management shares the feedback received from stockholdersshareholders with the Board. Our chairman, orour committee chairs, and other members of the Board may also beare available to participate in meetings with stockholdersshareholders as appropriate. Requests for such a meeting are considered on a case-by-case basis. Our engagement activities have resulted in valuable feedback that has contributed to our decision-making with respect to these matters. We welcome your input and feedback and look forward to continued engagement with our stockholders.shareholders.

COMMUNICATIONS WITH DIRECTORS

The Board has established a process to receive communications from stockholdersshareholders and other interested parties. StockholdersShareholders and other interested parties may contact any member (or all members) of the Board, any Board committee, or any chair of any such committee by mail. To communicate with the Board, any individual director, or any group or committee of directors, correspondence should be addressed to the Board or any such individual director or group or committee of directors by either name or title. All such correspondence should be sent c/o the corporate secretary to our principal executive offices at the address on the Notice of Annual Meeting accompanying this Proxy Statement.

All communications received as set forth in the preceding paragraph will be opened by the office of our general counsel for the sole purpose of determining whether the contents represent a message to one or more of our directors and then forwarded promptly to each addressee. In the case of communications to the Board or any group or committee of directors, the office of the general counsel will distribute copies of the contents to each director who is a member of the Board or of the group or committee to which the envelope or correspondence is addressed.

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

Corporate responsibility and sustainability are inherent to our values and our "Do It Right" culture and an intrinsic part of our commitment to the communities in which we live and work.

Code of Corporate Conduct

Our commitment to ethical behavior is captured in our code of corporate conduct, which was adopted by our Board. The code is applicable to all of our directors, officers, and employees,

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all of whom must acknowledge receiving and reading the code annually. We provide annual code of corporate conduct and anti-corruption training to all employees.

A copy of our code of corporate conduct is available at our corporate website,www.cfindustries.com, or by writing to our corporate secretary at the address of our principal executive offices on the Notice of Annual Meeting accompanying this Proxy Statement. We intend to disclose on our corporate website any amendment to any provision of the code that relates to any element of the definition of "code of ethics" enumerated in Item 406(b) of Regulation S-K under the Exchange Act, and any waiver from any such provision granted to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

POLITICAL CONTRIBUTIONS REPORTPolitical Contributions Report

We prepare a semiannual Political Contributions Report listing CF Industries' political contributions. Each Political Contributions Report is posted on our corporate website,www.cfindustries.com, and presented to the corporate governance and nominating committee. Additionally, the Political Contributions Reports set forth the United States trade associations and other similar non-profit organizations to which the company annually pays dues of $20,000 or more and identify the portion of such dues that is used for advocacy and/or political activities by those associations. The most recent Political Contributions Report and our code of corporate conduct, containing our corporate policies related to political activities and contributions, lobbying and related matters, are currently available on our corporate website.

SUSTAINABILITYCharitable Contributions Report

We also prepare a semiannual Charitable Contributions Report listing CF Industries' charitable contributions that exceed $20,000. Each Charitable Contributions Report is posted on our corporate website,www.cfindustries.com. Most of our philanthropic and social outreach initiatives are locally based. This enables each of our facilities to address the unique needs and opportunities in their respective communities. In addition, the company contributes to organizations that impact global sustainability, including the One Acre Fund, which supports smallholder farmers in Africa. In December 2019, the company announced that it was donating $1 million to the One Acre Fund as part of a multiyear commitment to the organization in support of its tree planting program, which benefits smallholder farmers by, among other things, contributing to farmer income and farm soil health while also counteracting land degradation.

Sustainability

CF Industries is a leader in an industry whose mission is fundamental to human survival: putting food on the world's table. By providing plant nutrients to farmers, we feed the crops that feed the world.world and produce building blocks for a better life. We are proud of the role our company plays in fulfilling this increasingly challenging mission. We also believe our company has an important role to play in addressing some of the most critical challenges of our time. As a company, we'rewe are confronting issues such as energy efficiency, resource use, and economic growth. For example, we have partnered with The Nature Conservatory in Iowa to enhance farmer's knowledge of sustainable agricultural practices. A substantial grant to The Nature Conservatory from us is funding a campaign that aims to educate 90,000 farmers responsible for 23 million acres of crops, while creating a sustainable agriculture blueprint that can be applied to other states. Throughout the campaign, we're working closely with stakeholders including fertilizer manufacturers and retailers, government, academics, agriculture groups and farmers to advance the overall goal of the Iowa Nutrient Reduction Strategy: a 45 percent reduction of nitrogen and phosphorus runoff into the state's waters. We prepare an annual sustainability report with information related to our energy efficiency and emissions reduction initiatives, environmental, health and safety programs, charitable contributions, and other items. EachCorporate Sustainability ReportReports, each of which is posted on our corporate website,www.cfindustries.com, and presented to the corporate governance and nominating committee. In response to increased interest from the investment community and our commitment to transparency, we have also published an all-inclusive Global Reporting Initiative (GRI) report and an Environmental, Social & Governance (ESG) Supplement that consolidates performance data. In our 2018 GRI report we expanded our disclosure to report on all standards for the first time. In addition, we accelerated the publication date of our sustainability reports so that, beginning in 2020, our sustainability

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reports will be published in tandem with our annual report, to better align the timing of our sustainability reporting with our financial reporting and to further integrate our business and sustainability strategies.

Our most recent Corporate Sustainability Report communicates our performance across fundamental environmental, health and safety, social, and other considerations. Our report includes information regarding our carbon dioxide (CO₂) equivalent emissions, which we report every year. It also discusses how we estimate that our products actually prevent and reduce more CO₂ equivalent emissions than we generate. For example, land use is the leading cause of CO₂ emissions in agriculture. Because our products increase yields substantially, farmers need less land to grow the food the world population needs to survive. By increasing crop yields, we help limit the conversion of carbon-sequestering forests into farmland. Our products also reduce greenhouse gas emissions from industrial processes. In addition, our diesel exhaust fluid (DEF) product helps substantially reduce nitrous oxide emissions of heavy-duty trucks and marine vessels while also improving fuel efficiency.

Our most recent Corporate Sustainability Report also discusses our partnership with The Nature Conservatory through which we seek to help improve soil health across the state of Iowa. The program, called 4R Plus, is designed to increase awareness and understanding among Iowa's farmers and crop advisers of two important farming practices: (1) 4R Nutrient Stewardship, and (2) conservation. 4R Nutrient Stewardship refers to the concept of applying the right nutrient source at the right rate, right time, and right place. The "Plus" in 4R Plus refers to a suite of in-field and edge-of-field conservation practices that increase soil resiliency and help to keep nutrients on fields and out of adjacent water bodies. When implemented effectively, 4R Plus practices will not only improve soil health and water quality, but also increase farmers' yields and bottom lines.

To help spread 4R Plus awareness and understanding, CF and The Nature Conservancy developed a range of marketing materials and tools to spread the message as far as possible. Those materials are based on extensive qualitative and quantitative research that showed that the key drivers to increased 4R Plus adoption by farmers moving forward are the economic benefits that come with 4R Plus practices and farmers' desire to leave their land in the best condition for the next generation. More than 50 partners have joined the initiative since its formal launch in 2018, including state commodity groups, agribusinesses, conservation organizations, government agencies, universities and others. In 2019, CF announced a second three-year grant to The Nature Conservancy to grow the 4R plus campaign in Iowa and beyond. By the end of 2019, we had reached 90% of Iowa's farmers with 4R Plus messaging at least seven times.

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DIRECTOR COMPENSATION

Non-employee directors receive compensation, including fees and reimbursements of expenses, for their service and dedication to our company. We recognize the substantial time and effort required to serve as a director of a large public company like ours. We believe that compensation for non-employee directors should be competitive and should encourage increased ownership of CF Industries stock through the payment of a portion of director compensation in shares of our stock. In order to further align the interests of our directors with the interests of our stockholders,shareholders, our non-employee directors are required to achieve and maintain stock ownership with a market value equal to five times their annual cash retainer.

Our compensation and management development committee is responsible for reviewing director compensation and making recommendations to the Board. The compensation committee reviews the compensation of our non-employee directors annually. In connection with its annual review of the compensation of our non-employee directors, the compensation committee also comparesauthorizes its compensation consultant, Exequity, to work with our human resources department to compare the compensation of our non-employee directors with compensation paid to comparable directors at peer companies and the overall market based on the 2015-20162017-2018 National Association of Corporate Directors survey on director compensation. For more information, see(See "Compensation Discussion and Analysis—Role of the Compensation Consultant.")

Annual Cash Retainer

Each non-employee director is entitled to an annual cash retainer of $100,000, payable quarterly. We do not pay meeting fees to our directors. The chairman of the Board and the chairchairs of the Board committees receive additional annual cash retainers in the following amounts, payable quarterly:

Chairman of the Board		$	60,000			$	80,000
Audit committee chair		$	15,000			$	20,000
Compensation committee chair		$	10,000
Compensation and management development committee chair						$	15,000
Corporate governance and nominating committee chair		$	10,000			$	15,000