Celanese Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 14, 2025, the Board of Directors of Celanese Corporation (the “Company”) adopted and approved an amendment (the “Amendment”) to Article VIII, Section 8.01 of the Company’s Seventh Amended and Restated By-laws (as amended, the “Amended By-laws”), effective immediately. The Amended By-laws provide that, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for any claim arising under the Securities Act of 1933 or any rule or regulation promulgated thereunder, in each case, as amended from time to time. If the foregoing provision or its application to any person or any circumstance is illegal, invalid or unenforceable, the sole and exclusive state court forum for any such claim will be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware).
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Amendment to the Seventh Amended and Restated By-laws of Celanese Corporation | |
| 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: | March 14, 2025 | |