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
$CE
Major Chemicals
Industrials
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, 2024 (May 13, 2024 )
(Exact name of registrant as specified in its charter)
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | ||||
On May 13, 2024, Celanese Corporation (the “Company”) held its 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) virtually at www.virtualshareholdermeeting.com/CE2024 and the Company’s shareholders approved an amendment to Article IX of the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Restated Certificate”), to add language exculpating certain officers of the Company from certain liabilities and extending to our officers a right to mandatory indemnification. The amendment to the Certificate is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 21, 2024, in connection with the 2024 Annual Meeting (the “Proxy Statement”). The full text of the amendments to the Certificate is attached as Exhibit 3.1 and is incorporated herein by reference.
The amendment to the Restated Certificate became effective upon the Company’s filing of a Certificate of Amendment to the Restated Certificate with the Secretary of State of the State of Delaware on May 15, 2024.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
During the 2024 Annual Meeting, the Company’s shareholders were asked to consider and vote upon four proposals: (1) election of ten directors to the Board to serve for a term that expires at the annual meeting of shareholders in 2025 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 2024; (3) an advisory vote to approve executive compensation; and (4) approval of the amendment to the Restated Certificate to provide for officer exculpation and indemnification under Delaware law.
As of the 2024 Annual Meeting record date of March 18, 2024, there were 111,563,396 shares of the Company’s Common Stock issued and outstanding and entitled to be voted at the 2024 Annual Meeting, if represented in person or by proxy at the 2024 Annual Meeting. A total of 104,255,925 shares were voted in person or by proxy (93.44% 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 2025 by the votes set forth in the table below.
| Nominee | Voted For | Voted Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Edward G. Galante | 97,165,014 | 3,363,797 | 52,760 | 3,674,354 | ||||||||||||||||||||||
| Timothy Go | 100,384,924 | 111,387 | 85,260 | 3,674,354 | ||||||||||||||||||||||
| Kathryn M. Hill | 98,726,687 | 1,803,670 | 51,214 | 3,674,354 | ||||||||||||||||||||||
| David F. Hoffmeister | 91,278,184 | 9,241,210 | 62,177 | 3,674,354 | ||||||||||||||||||||||
| Jay V. Ihlenfeld | 99,111,847 | 1,404,860 | 64,864 | 3,674,354 | ||||||||||||||||||||||
| Deborah J. Kissire | 92,578,360 | 7,922,647 | 80,564 | 3,674,354 | ||||||||||||||||||||||
| Michael Koening | 100,143,153 | 354,795 | 83,623 | 3,674,354 | ||||||||||||||||||||||
| Ganesh Moorthy | 100,286,096 | 209,416 | 86,059 | 3,674,354 | ||||||||||||||||||||||
| Kim K.W. Rucker | 96,694,879 | 3,831,773 | 54,919 | 3,674,354 | ||||||||||||||||||||||
| Lori J. Ryerkerk | 97,512,131 | 3,047,747 | 21,693 | 3,674,354 | ||||||||||||||||||||||
2. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2024 was ratified by the shareholders by the votes set forth in the table below.
| Voted For | Voted Against | Abstain | ||||||||||||
| 102,793,741 | 1,424,927 | 37,257 | ||||||||||||
3. Advisory Vote to Approve Executive Compensation. The 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 | |||||||||||||||||
| 99,257,359 | 1,160,371 | 163,841 | 3,674,354 | |||||||||||||||||
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4. Approval of Amendment to the Company's Second Amended and Restated Certificate of Incorporation. The Amendment to the Restated Certificate to provide for officer exculpation and indemnification under Delaware law was approved by the shareholders by the votes set forth in the table below.
| Voted For | Voted Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 93,298,323 | 7,223,680 | 59,568 | 3,674,354 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are being furnished herewith:
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101) | |||||||
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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, 2024 | ||||||||||
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