Celanese Corp (Form: 8-K, Received: 04/22/2016 16:26:32)

Voted Against

Broker Non-Votes

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 21, 2016

CELANESE CORPORATION

(Exact name of registrant as specified in its charter)




Delaware	001-32410	98-0420726

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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

(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 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On April 21, 2016, Celanese Corporation (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”). During the Annual Meeting, the stockholders approved amendments to Section 7.1 of the Company's Second Amended and Restated Certificate of Incorporation (the “Certificate”) to provide for the phased-in declassification of the Board of Directors of the Company (the “Board”) and the annual election of directors. The amendments to the Certificate are more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 11, 2016, in connection with the 2016 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 amendments to the Certificate became effective upon the Company’s filing of a Certificate of Amendment to the Certificate with the Secretary of State of the State of Delaware on April 22, 2016.

Item 5.07 Submission of Matters to a Vote of Security Holders.

During the Annual Meeting, the Company’s stockholders were asked to consider and vote upon four proposals: (1) election of one Class I Director, one Class II Director and three Class III Directors to the Board to serve for terms that expire at the annual meeting of stockholders in 2017, 2018 and 2019, respectively, or until their successors are duly elected and qualified or their earlier resignation or retirement; (2) advisory vote to approve executive compensation; (3) ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2016; and (4) approval of amendments to the Certificate to declassify the Board.

As of the record date of February 22, 2016, there were 147,408,466 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 stockholder voting results were as follows:

1. Election of Directors. Each of the Director nominees for Class I, Class II and Class III was elected to serve for a term which expires at the annual meeting of stockholders in 2017, 2018 and 2019, respectively, by the votes set forth in the table below.



Nominee	Voted For	Voted Against	Abstain	Broker Non-Votes
Class I Director:
Kathryn M. Hill	127,330,289	155,164	99,299	5,832,765
Class II Director:
William M. Brown	127,339,494	143,955	101,303	5,832,765
Class III Directors:
Jay V. Ihlenfeld	126,921,972	545,979	116,801	5,832,765
Mark C. Rohr	120,863,965	6,299,586	421,201	5,832,765
Farah M. Walters	126,541,410	919,136	124,206	5,832,765

2. Advisory Vote to Approve Executive Compensation. The stockholders approved, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement for the Annual Meeting, by the votes set forth in the table below.

3. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2016 was ratified by the stockholders by the votes set forth in the table below.



Voted For	Voted Against	Abstain
132,640,959	683,082	93,476

4. Approval of Amendments to the Company's Certificate of Incorporation. The amendments to the Certificate to declassify the Board were approved by the stockholders by the votes set forth in the table below.

Item 7.01 Regulation FD Disclosure.

On April 21, 2016, the Company issued a press release announcing that its Board had approved a 20% increase in the Company’s quarterly common stock cash 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 7.01 disclosure.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit Number
Exhibit Number		Description

3.1		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Celanese Corporation
99.1		Press Release dated April 21, 2016*

* The information in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. The disclosure in Item 7.01 of this Current Report will not be deemed an admission as to the materiality of any information in such item in this Current Report that is required to be disclosed solely by Regulation FD.

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 Corporate Secretary

	Date:	April 22, 2016

INDEX TO EXHIBITS



Exhibit Number
Exhibit Number		Description

3.1		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Celanese Corporation
99.1		Press Release dated April 21, 2016*

Exhibit 3.1

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT OF

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

CELANESE CORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST : That at a meeting of the Board of Directors (the “ Board ”) of Celanese Corporation (the “ Corporation ” resolutions were duly adopted setting forth a proposed amendment of the Second Amended and Restated Certificate of Incorporation of the Corporation (the “ Certificate ”), declaring said amendment to be advisable and directing that the proposed amendment be considered at the annual meeting of the stockholders of the Corporation to be held on April 21, 2016. The resolution setting forth the proposed amendment is as follows:

RESOLVED , that the Certificate be amended by changing the Section thereof numbered “Section 7.1.” so that, as amended, said Section shall be and read as follows:

SECTION 7.1. Board of Directors: Composition. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors consisting of not less than seven directors or more than fifteen directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the Board of Directors. Prior to the 2017 annual meeting of stockholders, the directors shall be and are divided into three classes designated as Class I, Class II and Class III. Each director elected prior to the 2017 annual meeting of stockholders shall serve for the full term to which such director was elected. Following the expiration of the term of (a) the Class I directors in 2017, (b) the Class II directors in 2018 and (c) the Class III directors in 2019, the directors in each such class shall be elected for a term expiring at the succeeding annual meeting of stockholders. Commencing at the 2019 annual meeting of stockholders, all directors shall then be elected at each annual meeting of stockholders for terms expiring at the succeeding annual meeting of stockholders. A director shall hold office until the annual meeting of stockholders for the year in which his or her term expires and until his or her successor shall be elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Elections of directors need not be by written ballot unless the By-laws of the Corporation shall so provide.

SECOND : That thereafter, pursuant to resolution of the Board, the annual meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute and the Certificate were voted in favor of the amendment.

THIRD : That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF , said corporation has caused this certificate to be executed this 21st day of April, 2016.



	By:	/s/ James R. Peacock III
	Name:	James R. Peacock III
	Title:	Vice President, Deputy General Counsel and Corporate Secretary

Exhibit 99.1



	Celanese Corporation
	222 West Las Colinas Blvd.
	Suite 900N
	Irving, Texas 75039

Celanese Corporation Increases Dividend 20 Percent and Declares Quarterly Dividend

Annual Dividend Now $1.44 Per Share

DALLAS, April 21, 2016 - 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 $0.30 to $0.36 per share of common stock on a quarterly basis and from $1.20 to $1.44 per share of common stock on an annual basis. The new dividend rate will be applicable immediately.

“This 20 percent increase reflects our strong cash generation, commitment to growing our dividend and confidence in our underlying businesses.” said Mark Rohr, chairman and chief executive officer.

The company also declared a quarterly cash dividend of $0.36 per share on its Series A common stock, payable on May 12, 2016.

The dividend is payable to stockholders of record as of May 2, 2016.

About Celanese

Celanese Corporation is a global technology leader in the production of differentiated chemistry solutions and specialty materials used in most major industries and consumer applications. Our two complementary business cores, Acetyl Chain and Materials Solutions, use the full breadth of Celanese’s global chemistry, technology and business expertise to create value for our customers and the corporation. As we partner with our customers to solve their most critical business needs, we strive to make a positive impact on our communities and the world through The Celanese Foundation. Based in Dallas, Celanese employs approximately 7,000 employees worldwide and had 2015 net sales of $5.7 billion. For more information about Celanese Corporation and its product offerings, visit www.celanese.com or our blog at www.celaneseblog.com.

All registered trademarks are owned by Celanese International Corporation or its affiliates.

Contacts:



Investor Relations	Media Relations - Global
Chuck Kyrish	Travis Jacobsen
Phone: +1 972 443 4574	Phone: +1 972 443 3750
Chuck.Kyrish@celanese.com	William.Jacobsen@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. 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. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in this release. These risks and uncertainties include, among other things: changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; the length and depth of product and industry business cycles, particularly in the automotive, electrical, textiles, electronics and construction industries; changes in the price and availability of raw materials, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, wood pulp and fuel oil and the prices for electricity and other energy sources; the ability to pass increases in raw material prices on to customers or otherwise improve margins through price increases; the ability to maintain plant utilization rates and to implement planned capacity additions and expansions; the ability to reduce or maintain their current levels of production costs and to improve productivity by implementing technological improvements to existing plants; increased price competition and the introduction of competing products by other companies; market acceptance of our technology; the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to

the company; changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property; compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, cyber security incidents, terrorism or political unrest or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the occurrence of acts of war or terrorist incidents or as a result of weather or natural disasters; potential liability for remedial actions and increased costs under existing or future environmental regulations, including those relating to climate change; potential liability resulting from pending or future litigation, or from changes in the laws, regulations or policies of governments or other governmental activities in the countries in which we operate; changes in currency exchange rates and interest rates; our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry; and various other factors discussed from time to time 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.