Celanese Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2025 (May 14, 2025)

 

CELANESE CORPORATION

 (Exact name of registrant as specified in its charter)

 

Delaware		001-32410		98-0420726
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039

(Address of Principal Executive Offices) (Zip Code)

 

Registrant's telephone number, including area code: (972) 443-4000

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share		CE		New York Stock Exchange
4.777% Senior Notes due 2026		CE /26A		New York Stock Exchange
2.125% Senior Notes due 2027		CE /27		New York Stock Exchange
0.625% Senior Notes due 2028		CE /28		New York Stock Exchange
5.337% Senior Notes due 2029		CE /29A		New York Stock Exchange
5.000% Senior Notes due 2031		CE /31		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company   ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As discussed under Item 5.07 of this Current Report on Form 8-K, on May 14, 2025, Celanese Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) and the Company’s shareholders approved amendments to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) to remove the supermajority voting requirements in the Charter and replace them with majority voting standards, and to adopt certain other “housekeeping” amendments to the Charter (collectively, the “Charter Amendments”). The Charter Amendments are more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 24, 2025, in connection with the 2025 Annual Meeting (the “Proxy Statement”). In connection with implementing the Charter Amendments, on May 15, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment setting forth the Charter Amendments, a Certificate of Elimination eliminating all provisions relating to a previously redeemed class of Company preferred stock of which no shares were outstanding, and a Restated Certificate of Incorporation (the “Restated Certificate”) that restated and integrated the Charter (as amended through the filing of the Certificate of Amendment and the Certificate of Elimination referenced above). The Company’s Board of Directors (the “Board”) had previously approved the filing of each of these documents, and each was effective upon filing on May 15, 2025.

 

In connection with approving the Charter Amendments and recommending them to the Company’s shareholders for approval, and as disclosed in the Proxy Statement, the Board also approved conforming amendments to the Company’s Seventh Amended and Restated By-laws, as amended (the “By-laws Amendments”). The Board approved the By-laws Amendments contingent upon shareholder approval and implementation of the related Charter Amendments. Accordingly, the By-laws Amendments became effective upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware on May 15, 2025.

 

The foregoing description of the Charter Amendments, the Certificate of Elimination, the Restated Certificate and the By-laws Amendments is not complete and is qualified in its entirety by reference to the Certificate of Amendment, the Certificate of Elimination, the Restated Certificate, and the Amended and Restated By-laws, each dated May 15, 2025, which are filed as Exhibits 3.1, 3.2, 3.3 and 3.4 hereto, respectively.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

During the 2025 Annual Meeting, the Company’s shareholders were asked to consider and vote upon the following proposals: (1) election of thirteen directors to the Board to serve for a term that expires at the annual meeting of shareholders in 2026 and until their successors are duly elected and qualified or their earlier resignation or retirement; (2) ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2025; (3) an advisory vote to approve executive compensation; (4) approval of four Charter Amendments to: (4a) provide that the By-laws may be amended by majority vote; (4b) allow the Charter to be amended in the future by majority vote; (4c) allow the filling of open Board seats at statutorily required special meetings under the standard in the By-laws; and (4d) allow directors to be removed by majority vote; and (5) an advisory vote on a shareholder proposal requesting simple majority vote Charter and By-laws amendments.

 

As of the 2025 Annual Meeting record date of March 17, 2025, there were 111,754,189 shares of the Company’s Common Stock issued and outstanding and entitled to be voted at the 2025 Annual Meeting, if represented in person or by proxy at the 2025 Annual Meeting. A total of 100,831,777 shares were voted in person or by proxy (90.22% quorum). For each proposal, the shareholder voting results were as follows:

 

1.

Election of Directors. Each of the director nominees was elected to serve for a term which expires at the annual meeting of shareholders in 2026 by the votes set forth in the table below.

 

Nominee		Voted For		Voted Against		Abstain		Broker Non-Votes
Bruce E. Chinn		95,808,405		340,702		62,886		4,619,784
Edward G. Galante		93,716,220		2,471,334		24,439		4,619,784
Timothy Go		95,786,375		360,274		65,344		4,619,784
Kathryn M. Hill		95,585,901		564,375		61,717		4,619,784
David F. Hoffmeister		91,424,192		4,742,876		44,925		4,619,784
Dr. Jay V. Ihlenfeld		93,867,328		2,300,812		43,853		4,619,784
Deborah J. Kissire		92,610,858		3,492,517		108,618		4,619,784
Michael Koenig		95,628,123		522,114		61,756		4,619,784
Christopher J. Kuehn		95,810,658		336,777		64,558		4,619,784
Ganesh Moorthy		93,706,890		2,396,461		108,642		4,619,784
Scott A. Richardson		95,844,035		344,874		23,084		4,619,784
Kim K.W. Rucker		89,621,891		6,504,450		85,652		4,619,784
Scott M. Sutton		95,840,791		335,158		36,044		4,619,784

 

 

2.

Ratification of the Selection of Independent Registered Public Accounting Firm. The selection of KPMG LLP as the Company’s independent registered public accounting firm for 2025 was ratified by the shareholders by the votes set forth in the table below.

 

Voted For		Voted Against		Abstain
98,120,949		2,691,048		19,780

 

3.

Advisory Vote to Approve Executive Compensation. Shareholders approved, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement, by the votes set forth in the table below.

 

Voted For		Voted Against		Abstain		Broker Non-Votes
95,176,785		993,998		41,210		4,619,784

 

Approval of Charter Amendments to:

 

4a.

Provide that the By-laws may be amended by majority vote. The Charter Amendment to provide that the By-laws may be amended by majority vote was approved by the shareholders by the votes set forth in the table below.

 

Voted For		Voted Against		Abstain		Broker Non-Votes
95,960,964		230,595		20,434		4,619,784

 

4b.

Allow the Charter to be amended in the future by majority vote. The Charter Amendment to allow the Charter to be amended in the future by majority vote was approved by the shareholders by the votes set forth in the table below.

 

Voted For		Voted Against		Abstain		Broker Non-Votes
95,952,318		238,075		21,600		4,619,784

 

4c.

Allow the filling of open Board seats at statutorily required special meetings under the standard in the By-laws. The Charter Amendment to allow the filling of open Board seats at statutorily required special meetings under the standard in the By-laws was approved by the shareholders by the votes set forth in the table below.

 

Voted For		Voted Against		Abstain		Broker Non-Votes
95,980,376		211,072		20,545		4,619,784

 

4d.

Allow directors to be removed by majority vote. The Charter Amendment to allow directors to be removed by majority vote was approved by the shareholders by the votes set forth in the table below.

 

Voted For		Voted Against		Abstain		Broker Non-Votes
96,033,389		159,424		19,180		4,619,784

 

5.

Advisory Vote on Shareholder Proposal Requesting Simple Majority Vote Charter and By-laws Amendments, if Properly Presented. Shareholders approved, on an advisory basis, the shareholder proposal requesting simple majority vote Charter and By-laws amendments by the votes set forth in the table below.

 

Voted For		Voted Against		Abstain		Broker Non-Votes
61,973,184		34,205,495		33,314		4,620,221

 

 

Item 9.01

Financial Statements and Exhibits.

 

(d)            Exhibits.

 

Exhibit Number		Description
3.1		Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Celanese Corporation, effective May 15, 2025.
3.2		Certificate of Elimination of 4.25% Convertible Perpetual Preferred Stock of Celanese Corporation, effective May 15, 2025.
3.3		Restated Certificate of Incorporation of Celanese Corporation, effective May 15, 2025.
3.4		Amended and Restated By-laws of Celanese Corporation, effective May 15, 2025.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	CELANESE CORPORATION
	By:	/s/ ASHLEY B. DUFFIE
	Name:	Ashley B. Duffie
	Title:	Senior Vice President, General Counsel and Corporate Secretary
	Date:	May 15, 2025