0001306830-24-000170 8-K 16 20240906 5.02 9.01 20240906 20240906 Celanese Corp 0001306830 2820 08 Industrial Applications and Services 980420726 DE 1231 8-K 34 001-32410 241284705 222 W. LAS COLINAS BLVD., SUITE 900N IRVING TX 75039-5421 972-443-4000 222 W. LAS COLINAS BLVD., SUITE 900N IRVING TX 75039-5421 Celanese CORP 20041102 Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. 20041022 8-K 1 ce-20240906.htm 8-K 0001306830false00013068302024-09-062024-09-060001306830us-gaap:CommonStockMember2024-09-062024-09-060001306830ce:EURSeniorUnsecuredNotesDue2025Member2024-09-062024-09-060001306830ce:EURSeniorUnsecuredNotesDue2026Member2024-09-062024-09-060001306830ce:EURSeniorUnsecuredNotesDue2027Member2024-09-062024-09-060001306830ce:EURSeniorUnsecuredNotesDue2028Member2024-09-062024-09-060001306830ce:EURSeniorUnsecuredNotesDue2029Member2024-09-062024-09-06 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): September 6, 2024 (September 6, 2024) 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.) 222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 443-4000 N/A (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)) Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Which Title of Each Class Trading Symbol(s) Registered Common Stock, par value $0.0001 per CE The New York Stock Exchange share 1.250% Senior Notes due 2025 CE /25 The New York Stock Exchange 4.777% Senior Notes due 2026 CE /26A The New York Stock Exchange 2.125% Senior Notes due 2027 CE /27 The New York Stock Exchange 0.625% Senior Notes due 2028 CE /28 The New York Stock Exchange 5.337% Senior Notes due 2029 CE /29A The New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ? If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ? -------------------------------------------------------------------------------- Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (d) On September 6, 2024, the Board of Directors (the "Board") of Celanese Corporation (the "Company") increased the size of the Board from ten to eleven members and elected Bruce Chinn as a director of the Company, in each case effective September 15, 2024. Mr. Chinn has been elected to serve on the Board until the Company's 2025 Annual Meeting of Shareholders, at which time he will be a nominee for election by the Company's shareholders. Mr. Chinn will initially serve as a member of the Audit Committee and Stewardship Committee. The Board has determined that Mr. Chinn (a) is an independent director within the meaning of the Securities Exchange Act of 1934, as amended, rules and regulations promulgated by the U.S. Securities and Exchange Commission (the "SEC") thereunder, and the listing standards of the New York Stock Exchange (the "NYSE"), (b) qualifies as an "audit committee financial expert" pursuant to the rules of the SEC and has "accounting or related financial management expertise" pursuant to the listing standards of the NYSE and (c) is not related to any officer or director of the Company nor is he a party to any transactions or relationships with the Company and its subsidiaries that require disclosure under Item 404(a) of Regulation S-K. Mr. Chinn will be compensated in accordance with the Company's compensation practices for non-management directors. The components of this program were disclosed by the Company in its proxy statement filed with the SEC on March 21, 2024. Accordingly, he will receive a cash retainer and an initial grant of time-vested restricted stock units, to be pro-rated accordingly from the effective date of his election. Mr. Chinn will also be reimbursed for expenses incurred on behalf of the Company, in accordance with Company policy. There are no arrangements or understandings between Mr. Chinn and any other person pursuant to which he was elected as director. On September 6, 2024, the Company issued a press release announcing the election of Mr. Chinn, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits (d) The following exhibits are being furnished herewith: Exhibit Number Description 99.1 Press Release dated September 6 , 2024 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101) 2 -------------------------------------------------------------------------------- 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: September 6, 2024 3 EX-99.1 2 a202409068-kex991.htm EX-99.1 Exhibit 99.1 [[Image Removed: celogoa02a01a10a01a02a01a36a.jpg]] Celanese Corporation 222 West Las Colinas Blvd. Suite 900N Irving, Texas 75039 Bruce Chinn Elected to Celanese Board of Directors DALLAS (September 6, 2024) - Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today announced that Bruce Chinn has been elected to the company’s Board of Directors. Mr. Chinn, 67, served as President, Chief Executive Officer and a Director of Chevron Phillips Chemical Company LLC, a global petrochemical joint venture of Chevron U.S.A Inc. and Phillips 66 Company, until March 2024. He will join the Celanese Board effective September 15, 2024, bringing the total number of Board members to eleven (ten of which are independent). Before leading Chevron Phillips Chemical, Mr. Chinn held several operations and business roles at Chevron Corporation, beginning in 2006, leading large, diverse organizations. In these roles, he focused on performance, partnership, and safety, while striving for continued success in the business and the community. Mr. Chinn began his career at DuPont in 1978, where he held positions of increasing responsibility in manufacturing, technical, commercial and business leadership at the U.S. and international level. He is a member of the Board of Directors of Waste Management, Inc. (WM) and serves on the American Institute of Chemical Engineers Foundation Board of Trustees. Mr. Chinn holds a Bachelor of Science degree in chemical engineering from Texas A&M University. “We could not be more pleased to welcome Bruce to the Celanese Board,” said Lori Ryerkerk, Chair, Chief Executive Officer and President, Celanese Corporation. “In addition to his exceptional manufacturing and technical background, Bruce’s longstanding leadership experience in the global chemicals industry will bring valuable depth to our Board and benefit our stakeholders.” Mr. Chinn will stand for re-election at the 2025 Annual Meeting of Shareholders. About Celanese Celanese is a global leader in chemistry, producing specialty material solutions used across most major industries and consumer applications. Our businesses use our chemistry, technology and commercial expertise to create value for our customers, employees and shareholders. We support sustainability by responsibly managing the materials we create and growing our portfolio of sustainable products to meet customer and societal demand. We strive to make a positive impact in our communities and to foster inclusivity across our teams. Celanese Corporation is a Fortune 500 company that employs approximately 12,400 employees worldwide with 2023 net sales of $10.9 billion. -------------------------------------------------------------------------------- Celanese Contacts: Investor Relations Media Relations - Global Media Relations Europe (Germany) Bill Cunningham Brian Bianco Petra Czugler +1 302 999 6410 +1 972 443 4400 +49 69 45009 1206 william.cunningham@celanese.com media@celanese.com petra.czugler@celanese.com