Celanese Corp Files 8-K on Shareholder Votes & Debt

TL;DR

Celanese filed an 8-K detailing shareholder votes and their various senior unsecured notes.

AI Summary

Celanese Corporation filed an 8-K on May 15, 2024, reporting on matters submitted to a vote of security holders and financial statements. The filing includes details on their common stock and various senior unsecured notes due between 2025 and 2029.

Why It Matters

This filing provides transparency on corporate governance actions and the company's debt structure, which can influence investor decisions.

Risk Assessment

Risk Level: low — This is a routine filing reporting on corporate actions and financial instruments, not indicating new or significant risks.

Key Players & Entities

• Celanese Corp (company) — Filer
• 2025 (date) — Maturity date of EUR Senior Unsecured Notes
• 2026 (date) — Maturity date of EUR Senior Unsecured Notes
• 2027 (date) — Maturity date of EUR Senior Unsecured Notes
• 2028 (date) — Maturity date of EUR Senior Unsecured Notes
• 2029 (date) — Maturity date of EUR Senior Unsecured Notes

FAQ

Key Financial Figures

• $0.0001 — ich Registered Common Stock, par value $0.0001 per share CE The New York Stock Exchang

Filing Documents

• ce-20240513.htm (8-K) — 65KB
• ex31513248k.htm (EX-3.1) — 10KB
• 0001306830-24-000119.txt ( ) — 275KB
• ce-20240513.xsd (EX-101.SCH) — 4KB
• ce-20240513_def.xml (EX-101.DEF) — 18KB
• ce-20240513_lab.xml (EX-101.LAB) — 34KB
• ce-20240513_pre.xml (EX-101.PRE) — 19KB
• ce-20240513_htm.xml (XML) — 7KB

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

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.

07 Submission of Matters to a Vote of Security Holders

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 Account

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) The following exhibits are being furnished herewith : Exhibit Number Description 3.1 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation 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) 3

SIGNATURES

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 4

View Full Filing

View this 8-K filing on SEC EDGAR