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): April 25, 2011

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):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 
Item 5.07 Submission of Matters to a Vote of Security Holders

     On April 21, 2011, the Company held its Annual Meeting of Stockholders. During this meeting, our stockholders were asked to consider and vote upon four proposals: (1) to elect three Class I Directors to our Board of Directors to serve for a term which expires at the annual meeting of stockholders in 2014 or until their successors are duly elected and qualified, (2) approval of an advisory vote on executive compensation, (3) designation of frequency of periodic advisory votes on executive compensation, and (4) to ratify the appointment of our independent registered public accounting firm.

     On the record date of February 23, 2011, there were 156,037,896 shares of the Company’s Series A common stock issued and outstanding and entitled to be voted at the annual meeting, if represented. For each proposal, the results of the shareholder voting were as follows:
 
 
  1. Election of directors. All of the nominees for Class I directors were elected to serve for a term which expires at the annual meeting of stockholders in 2014, by the votes set forth in the table below.
 
  Nominee  Voted For  Voted Against  Abstain  Broker Non-Votes
 Martin G. McGuinn  131,182,127  210,445  99,124  6,604,224
 Daniel S. Sanders  128,207,122  3,186,020  98,554  6,604,224
 John K. Wulff  110,280,564  21,040,556  170,576  6,604,224
   
 
  2. Advisory vote on executive compensation. The stockholders approved on an advisory basis the compensation of our named executive directors by the votes set forth in the table below.
 
  Voted For  Voted Against  Abstain         Broker Non-Votes
 127,084,404  4,314,541  92,751              6,604,224
 
 
  3. Frequency of periodic advisory votes on executive compensation. The stockholders approved on an advisory basis the holding of an advisory vote on executive compensation every one year by the votes set forth in the table below.
 
1 Year  2 Year  3 Year  Abstain  Broker Non-Votes
113,723,081  150,121  17,580,290  38,204  6,604,224
 
Based on these results, and consistent with the Company’s previous recommendation, the Company’s Board of Directors determined to hold its advisory vote on the compensation of our named executive officers annually until the next frequency vote. A frequency vote is required to be held at least once every six years.
 
 
 
 
 
4. Ratification of appointment of independent registered public accounting firm. The appointment of KPMG LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011 was ratified by the stockholders by the votes set forth in the table below.
 
  Voted For            Voted Against                               Abstain
  137,808,519           193,460                                 93,941
 
The proposal to ratify the appointment of KPMG LLC was a routine matter and, therefore, there were no broker non-votes relating to this matter.
 
 
Item 8.01 Other Events

 On April 25, 2011, the Company issued a press release announcing that its Board of Directors had approved a 20% increase in the Company’s quarterly common stock dividend. A copy of the press release is attached to this Current Report as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 8.01.

On April 25, 2011, the Company also announced that its Board of Directors has approved an increase in its existing share repurchase authorization to a total of $200 million of its Series A common stock. A copy of the press release is attached to this Current Report as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 8.01.

Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
 
Exhibit Nu mber Exhibit
99.1 Press Release dated April 25, 2011
   
 


 
 
 
 
 
 
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: April 25, 2011
 
 
 
 
 

 
   
Exhibit Index
 
 
Exhibit Nu mber Exhibit
99.1 Press Release dated April 25, 2011
 



 
  Exhibit 99.1      
 
News Release
 
 
Celanese Corporation
1601 W. LBJ Freeway
Dallas, Texas 75234
 
Celanese Corporation Announces 20 Percent Dividend Increase;
Increases Share Repurchase Plan

DALLAS, April 25, 2011 – Celanese Corporation (NYSE:CE), a global technology and specialty materials company, today announced that its board of directors has approved a 20 percent increase in the company’s quarterly common stock cash dividend.  The dividend rate increased from $0.05 to $0.06 per share of common stock on a quarterly basis and from $0.20 to $0.24 per share of common stock on an annual basis.  The new dividend rate will be applicable to dividends payable beginning in August 2011.
 
The company also announced that its board of directors has approved an increase in its existing share repurchase authorization to a total of $200 million of its Series A common stock.  As of March 31, 2011, the company had $71 million remaining under its previously announced plan that authorized up to $500 million.  The authorization gives management discretion in determining the timing and conditions under which shares may be repurchased.
 
 
 
 
  Contacts:  
 Investor Relations    Media
 Mark Oberle  W. Travis Jacobsen
 Phone: +1 972 443 4464                                Phone: +1 972 443 3750
 Telefax: +1 972 443 8519                               Telefax: +1 972 443 8519
  Mark.Oberle@celanese.com                              William.Jacobsen@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
7,250 employees worldwide and had 2010 net sales of $5.9 billion, with approximately 72% generated outside of North America. For more information about Celanese Corporation and its global product offerings, visit www.celanese.com.


Forward-Looking Statements
This release may contain “forward-looking statements,” which include information concerning the company’s plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. When used in this release, the words “will,” “intends,” “expects,” “outlook,” “forecast,” “estimates,” “anticipates,” “projects,” “plans,” “believes,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the company will realize these expectations or that these beliefs will prove correct. The company’s ability to successfully complete the transactions referred to in this press release is subject to numerous factors and contingencies, many of which are beyond the company’s control.  These include local and national economic, credit and capital market conditions, including prevailing interest rates; legal and regulatory developments, including changes to tax rates, applicable securities regulations or accounting standards; and geopolitical conditions, including the occurrence of acts of war or terrorist incidents or natural disasters.  Any of these factors or others not named herein could cause the company to abandon the referenced transactions or cause the company’s actual results to differ materially from those expressed as forward-looking statements.  In addition, other risk factors that could cause actual results to differ materially from the forward-looking statements contained in this release include those that are discussed in the company’s filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.