Celanese Corporation (NYSE:CE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On April 8, 2019, Celanese Corporation (the Company) announced that its Board of Directors (the Board) had elected Lori J. Ryerkerk as Chief Executive Officer and President of the Company, effective as of May 1, 2019. On April 18, 2019, after the Company held its 2019 Annual Meeting of Stockholders (the 2019 Annual Meeting), the Board increased the size of the Board from nine to ten members and elected Lori J. Ryerkerk as an employee member of the Board to fill the vacancy, each effective May 1, 2019. Ms. Ryerkerk will not serve on any of the Boards committees when she begins Board service on May 1, 2019.
Ms. Ryerkerk most recently served as Executive Vice President, Global Manufacturing of Royal Dutch Shell (Shell), from October 2013 through September 2018, where she was responsible for all Shell Refining and Chemical assets globally, both Shell operations and joint ventures, with a total crude oil processing capacity of 3.1 million barrels per day and chemical sales volume of 17 million tonnes per year. From May 2010 until October 2013, Ms. Ryerkerk was Shells Regional Vice President Manufacturing, Europe and Africa. Prior to joining Shell, Ms. Ryerkerk held leadership roles with ExxonMobil Corporation and Hess Corporation. She has lived and worked in the U.S., Asia and Europe. Ms. Ryerkerk received her B.S. in chemical engineering from Iowa State University. Ms. Ryerkerk is also a director of Axalta Coating Systems Ltd., a leading global coatings provider, and has been such since October 2015.
Ms. Ryerkerk, age 56, has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K, has no arrangement or understanding between her and any other person to which she was elected as director required to be disclosed to Item 401(b) of Regulation S-K, and has no family relationships required to be disclosed to Item 401(d) of Regulation S-K. Ms. Ryerkerk will not receive any compensation for her service on the Board.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On April 18, 2019, the Company held its 2019 Annual Meeting. During the 2019 Annual Meeting, the stockholders approved amendments to Section 7.3 of the Company\’s Second Amended and Restated Certificate of Incorporation, as amended (the Certificate) to allow stockholders to remove directors of the Company with or without cause. The amendments to the Certificate are more fully described in the Companys definitive proxy statement filed with the Securities and Exchange Commission on March 9, 2019, in connection with the 2019 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 Companys filing of a Certificate of Amendment to the Certificate with the Secretary of State of the State of Delaware on April 18, 2019.
Item 5.07 Submission of Matters to a Vote of Security Holders.
During the Annual Meeting, the Companys stockholders were asked to consider and vote upon four proposals: (1) election of nine Directors to the Board to serve for a term that expires at the annual meeting of stockholders in 2020 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 Companys independent registered public accounting firm for 2019; and (4) approval of an amendment to the Companys Certificate of Incorporation to allow stockholders to remove directors of the Company with or without cause.
As of the Annual Meeting record date of February 19, 2019, there were 127,843,230 shares of the Companys Common Stock issued and outstanding and entitled to be voted at the Annual Meeting, if represented in person or by proxy at the Annual Meeting. A total of 118,342,829 shares were voted in person or by proxy (92.56% quorum). For each proposal, the stockholder 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 stockholders in 2020 by the votes set forth in the table below.
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 Companys independent registered public accounting firm for 2019 was ratified by the stockholders by the votes set forth in the table below.
4. Approval of Amendments to the Company\’s Certificate of Incorporation. The amendments to the Certificate to allow stockholders to remove directors of the Company with or without cause.
Item 7.01 Regulation FD Disclosure.
On April 18, 2019, the Company issued a press release announcing that its Board had approved, on April 17, 2019, a 15% increase in the Companys 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. On April 18, 2019, the Company issued a press release announcing that its Board had approved a $1.5 billion increase in the Companys share repurchase authorization. A copy of the press release is attached to this Current Report as Exhibit 99.2 and is incorporated herein solely for purposes of this Item 7.01 disclosure.
Item 9.01 Financial Statements and Exhibits.>
* The information in Item 7.01 of this Current Report, including Exhibit 99.1 and Exhibit 99.2 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 and Exhibit 99.2 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.
Celanese Corp Exhibit
EX-3.1 2 ex3120194188k.htm EXHIBIT 3.1 Exhibit Exhibit 3.1STATE OF DELAWARECERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CELANESE CORPORATIONCelanese Corporation (the “Corporation”),…
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About Celanese Corporation (NYSE:CE)
Celanese Corporation (Celanese) is a technology and specialty materials company. The Company operates through four segments: Advanced Engineered Materials, Consumer Specialties, Industrial Specialties and Acetyl Intermediates. Its business involves processing chemical raw materials, such as methanol, carbon monoxide, ethylene and natural products, including wood pulp, into chemicals, thermoplastic polymers and other chemical-based products. It engineers and manufactures a range of products, which serves a range of end-use applications, including paints and coatings, textiles, automotive applications, consumer and medical applications, performance industrial applications, filtration applications, paper and packaging, chemical additives, construction, consumer and industrial adhesives, and food and beverage applications. The Company operates in North America, Europe and Asia and consists of approximately 20 global production facilities.
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