0001306830-12-000025 8-K 3 20120223 5.02 20120227 20120227 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 12640310 1601 W. LBJ FREEWAY DALLAS TX 75234 972-443-4000 1601 W. LBJ FREEWAY DALLAS TX 75234 Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. 20041022 8-K 1 a8k.htm FEBRUARY 2012 8k 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): February 23, 2012 CELANESE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 001-32410 98-0420726 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 1601 West LBJ Freeway, Dallas, Texas 75234?6034 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 443-4000 Not Applicable__ (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)) -------------------------------------------------------------------------------- Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 5.02 (d) On February 23, 2012, the Board of Directors (the “Board”) of Celanese Corporation (the “Company”) increased the size of the Board from nine to ten members and elected Jay V. Ihlenfeld as a Class III member of the Board. Mr. Ihlenfeld was also appointed to the Environmental, Health & Safety Committee of the Board. There are no arrangements or understandings between Mr. Ihlenfeld and any other person pursuant to which he was elected as a director. Consistent with the compensation provided to all non-management directors, Mr. Ihlenfeld will receive an annual director retainer fee of $85,000 in cash and $95,000 in time-vesting restricted stock units, to be pro-rated accordingly from his date of election. The restricted stock units will vest in full one year from the date of grant. In addition, in accordance with Company policy, Mr. Ihlenfeld will be reimbursed for actual expenses incurred on behalf of the Company. Mr. Ihlenfeld has been elected to serve on the Board until the Company's 2012 Annual Meeting of Stockholders on April 19, 2012, at which time he will be a nominee for election by the Company's stockholders. A copy of the press release announcing Mr. Ihlenfeld's election is furnished hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. The information contained in Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. (d) Exhibit Exhibit Number Description 99.1 Press Release dated February 27, 2012 -------------------------------------------------------------------------------- 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/ James R. Peacock III Name: James R. Peacock III Title: Vice President, Deputy General Counsel and Assistant Corporate Secretary Date: February 27, 2012 -------------------------------------------------------------------------------- Exhibit Index Exhibit Number Description 99.1 Press Release dated February 27, 2012 EX-99.1 2 exhibit991.htm PRESS RELEASE Exhibit 99.1 Exhibit 99.1 News Release [[Image Removed]] 1601 West LBJ Freeway Dallas, TX 75234 Jay Ihlenfeld Elected to Celanese Board of Directors DALLAS, February 27, 2012 --- Celanese Corporation (NYSE: CE), a global technology and specialty materials company, today announced that Jay V. Ihlenfeld has been elected to the company's board of directors. Ihlenfeld is senior vice president, Asia Pacific for 3M Company. Previously, Ihlenfeld served as 3M's senior vice president, Research & Development. A 33-year veteran of 3M Company, Ihlenfeld has also held various leadership and technology positions, including vice president of its Performance Materials business and executive vice president of its Sumitomo/3M business in Japan. “Jay's leadership in the Asia Pacific region, coupled with his expertise in technology and innovation, aligns with Celanese's strategic growth plans and will serve us well as we continue to create value for our shareholders,” said David Weidman, chairman and chief executive officer. Ihlenfeld received his bachelor's of science degree in Chemical Engineering from Purdue University and a Ph.D. in Chemical Engineering from the University of Wisconsin. Ihlenfeld will serve on Celanese's board of directors until the company's annual meeting of stockholders in April 2012, at which time he will be a nominee for election by stockholders. Contacts: Investor Relations Media Relations Jon Puckett Linda Beheler Phone: +1 972 443 4965 Phone: +1 972 443 4924 Telefax: +1 972 443 8519 Telefax: +1 972 443 8519 jon.puckett@celanese.com linda.beheler@celanese.com About Celanese Celanese Corporation is a global technology leader in the production of specialty materials and chemical products which are used in most major industries and consumer applications. Our products, essential to everyday living, are manufactured in North America, Europe and Asia. Known for operational excellence, sustainability and premier safety performance, Celanese delivers value to customers around the globe with best-in-class technologies. Based in Dallas, Texas, the company employs approximately 7,600 employees worldwide and had 2011 net sales of $6.8 billion, with approximately 73% generated outside of North America. For more information about Celanese Corporation and its global product offerings, visit www.celanese.com.