Form 8-K Celanese Corp For: Feb 15
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E-mailSECURITIES 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 21, 2017 (February 15, 2017)
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On February 15, 2017, the Board of Directors (the “Board”) of Celanese Corporation (the “Company”) increased the size of the Board from nine to eleven members and elected Bennie W. Fowler and David C. Parry as Class I members of the Board, effective February 15, 2017, to fill the vacancies. There are no arrangements or understandings between Mr. Fowler or Mr. Parry and any other person pursuant to which they were elected as directors.
Consistent with the compensation provided to all non-management directors, Mr. Fowler and Mr. Parry will receive an annual director retainer fee of $100,000 in cash and $140,000 in time-vesting restricted stock units, to be pro-rated accordingly from the effective date of their election. The restricted stock units will vest in full one year from the date of grant. In addition, in accordance with Company policy, Mr. Fowler and Mr. Parry will be reimbursed for actual expenses incurred on behalf of the Company.
Mr. Fowler and Mr. Parry have been elected to serve on the Board until the Company's 2017 Annual Meeting of Stockholders to be held on or about April 20, 2017 at which time they will be nominees for election by the Company's stockholders. Initially, Mr. Fowler will serve as a member of the Environmental, Health, Safety and Public Policy Committee and Mr. Parry will serve as a member of the Nominating and Corporate Governance Committee.
Copies of the press releases announcing Mr. Fowler’s and Mr. Parry’s elections are filed hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by this reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | ||
Description | ||
99.1 | Press Release dated February 16, 2017 | |
99.2 | Press Release dated February 16, 2017 | |
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: | February 21, 2017 | |
INDEX TO EXHIBITS
Exhibit Number | ||
Description | ||
99.1 | Press Release dated February 16, 2017 | |
99.2 | Press Release dated February 16, 2017 | |
Exhibit 99.1
 |
Celanese Corporation |
222 West Las Colinas Blvd. |
Suite 900N |
Irving, Texas 75039 |
Bennie W. Fowler Elected to Celanese Corp. Board of Directors
DALLAS (February 16, 2017) The Board of Directors of Celanese Corporation (NYSE: CE), a global technology and specialty materials company, today announced that Bennie W. Fowler has been elected to the company’s Board of Directors.
Fowler, 60, the current Group Vice President, Global Quality and New Model Launch, Ford Motor Company, a global automotive and mobility company, will join Celanese as a board member effective February 15, 2017.
“Bennie brings more than 38 years of automotive industry know-how - from quality, to product design, to manufacturing,” said Mark Rohr, Chairman and Chief Executive Officer, Celanese Corporation. “Mr. Fowler’s experience in global operations, standardization and product quality will be a tremendous benefit to Celanese as the company continues to expand its engineered materials portfolio globally.”
Mr. Fowler joined Ford Motor Company in 1990. Prior to his current role, he served in various management positions of increasing responsibility at Ford, including Vice President, Global Quality; Vice President, Advanced and Manufacturing Engineering; and Chief Operating Officer, Jaguar and Land Rover. Prior to joining Ford, Mr. Fowler held various manufacturing management assignments at Chrysler Corporation and General Motors Corporation.
Mr. Fowler served as a member of the board of directors of Beaumont Hospital from 2009 to 2014, and is the founder of Powerstroke Athletic Club, an afterschool youth organization focused on developing positive characteristics and values in youth through hard work, discipline, education and relationships.
Mr. Fowler will stand for re-election at the 2017 Annual Meeting of Stockholders. His appointment brings Celanese’s Board to 10 total members, 9 of which are independent.
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 7,300 employees worldwide and had 2016 net sales of $5.4 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.
Celanese Contacts:
Investor Relations | Media Relations - Global | Media Relations Asia (Shanghai) | Media Relations Europe (Germany) |
Surabhi Varshney | W. Travis Jacobsen | Helen Zhang | Jens Kurth |
+1 972 443 3078 | +1 972 443 3750 | +86(0)21 3861 9279 | +49(0)69 45009 1574 |
Exhibit 99.2
|
Celanese Corporation |
222 West Las Colinas Blvd. |
Suite 900N |
Irving, Texas 75039 |
David C. Parry Elected to Celanese Corp. Board of Directors
DALLAS (February 16, 2017) The Board of Directors of Celanese Corporation (NYSE: CE), a global technology and specialty materials company, today announced that David C. Parry has been elected to the company’s Board of Directors.
Parry, 63, the current Vice Chairman of Illinois Tool Works, Inc. (ITW), will join Celanese as a board member effective February 15, 2017.
“David brings more than 30 years of business, industry and management experience in key growth areas for Celanese, including performance polymers, engineered materials and industrial products,” said Mark Rohr, Chairman and Chief Executive Officer, Celanese Corporation. “David’s valuable perspective will complement Celanese’s existing innovation and operational strengths, and we look forward to benefitting from his expertise.”
Mr. Parry joined Illinois Tool Works Inc., a global manufacturer of a diversified range of industrial products and equipment, in 1994, as General Manager of the Devcon business. After several roles of increasing responsibility, including President, ITW Performance Polymers and Fluids, and Executive Vice President, Global Polymers and Fluids Businesses, in 2010, Mr. Parry was named Vice Chairman of ITW.
Mr. Parry currently serves as a director, chair of the nominating and corporate governance committee, and a member of the compensation committee of IDEX Corporation, an applied solutions company specializing in fluid and metering technologies, health and science technologies, and fire, safety and other diversified products built to its customers’ exacting specifications and sold in niche markets to a wide range of industries around the world.
Mr. Parry is a member of the Executive Club of Chicago and the Economics Club and serves on the board of trustees for The Field Museum of Chicago. He is also an advisory board member to PSC Partners-Finding a Cure. Mr. Parry previously served as a director of the Adhesives and Sealants Council Board of Directors.
Mr. Parry will stand for re-election at the 2017 Annual Meeting of Stockholders. His appointment brings Celanese’s Board to 11 total members, 10 of which are independent.
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 7,300 employees worldwide and had 2016 net sales of $5.4 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.
Celanese Contacts:
Investor Relations | Media Relations - Global | Media Relations Asia (Shanghai) | Media Relations Europe (Germany) |
Surabhi Varshney | W. Travis Jacobsen | Helen Zhang | Jens Kurth |
+1 972 443 3078 | +1 972 443 3750 | +86(0)21 3861 9279 | +49(0)69 45009 1574 |
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