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
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 (
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| 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 |
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| 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 |
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| 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) |
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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, 2025 | |
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