Form 8-K Celanese Corp For: Apr 20
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 20, 2022
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (
(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):
Securities registered pursuant to Section 12(b) of the Act:
|Title of Each Class||Trading Symbol(s)||Name of Each Exchange on Which Registered|
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 5.07||Submission of Matters to a Vote of Security Holders.|
On April 20, 2022, Celanese Corporation (the "Company") held its 2022 Annual Meeting virtually at www.virtualshareholdermeeting.com/CE2022. The Company’s shareholders were asked to consider and vote upon three proposals: (1) election of eleven directors to the Board to serve for a term that expires at the annual meeting of shareholders in 2023 or until their successors are duly elected and qualified or their earlier resignation or retirement; (2) ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2022; and (3) an advisory vote to approve executive compensation.
As of the 2022 Annual Meeting record date of February 22, 2022, there were 108,029,267 shares of the Company’s Common Stock issued and outstanding and entitled to be voted at the 2022 Annual Meeting, if represented in person or by proxy at the Annual Meeting. A total of 97,889,283 shares were voted in person or by proxy (90.61% quorum). For each proposal, the shareholder voting results were as follows:
1. Election of Directors. Each of the director nominees was elected to serve for a term which expires at the annual meeting of shareholders in 2023 by the votes set forth in the table below.
|Nominee||Voted For||Voted Against||Abstain||Broker Non-Votes|
|Jean S. Blackwell||92,876,882||908,790||19,494||4,084,117|
|William M. Brown||90,731,670||3,011,100||62,396||4,084,117|
|Edward G. Galante||80,570,488||13,214,419||20,259||4,084,117|
|Kathryn M. Hill||93,209,347||577,230||18,589||4,084,117|
|David F. Hoffmeister||90,040,394||3,744,637||20,135||4,084,117|
|Jay V. Ihlenfeld||92,949,841||836,272||19,053||4,084,117|
|Deborah J. Kissire||83,232,243||10,510,691||62,232||4,084,117|
|Kim K.W. Rucker||91,878,195||1,780,600||146,371||4,084,117|
|Lori J. Ryerkerk||88,831,099||4,496,890||477,177||4,084,117|
2. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022 was ratified by the shareholders by the votes set forth in the table below.
|Voted For||Voted Against||Abstain|
3. Advisory Vote to Approve Executive Compensation. The shareholders approved, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement for the 2022 Annual Meeting, by the votes set forth in the table below.
|Voted For||Voted Against||Abstain||Broker Non-Votes|
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.
|By:||/s/ MICHAEL R. SULLIVAN|
|Name:||Michael R. Sullivan|
|Title:||Vice President, Deputy General Counsel and Assistant Corporate Secretary|
|Date:||April 22, 2022|
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