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

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.

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5.02 (b) and (c) Effective April 20, 2018, the Board of Directors (the “Board”) of Celanese Corporation (the “Company”) appointed Benita M. Casey as chief accounting officer (principal accounting officer) in addition to her current duties as controller. In her new capacity, Ms. Casey has global responsibility for SEC reporting, internal reporting, accounting, and Sarbanes-Oxley compliance. Ms. Casey, age 50, has served as the Company’s vice president, finance and controller since January. Immediately prior to joining the Company, Ms. Casey held the position of senior vice president internal audit with J.C. Penney Company, Inc. (2014-2018) and was vice president corporate audit with Dr Pepper Snapple Group, Inc. from 2008 to 2014. She also held a number of positions of increasing responsibility over 15 years with the public accounting firm of PricewaterhouseCoopers LLP and during her 3 years with PepsiCo, Inc. Ms. Casey holds a bachelor's degree in accounting from the University of Texas, Austin and is a Certified Public Accountant. In connection with the appointment, Kevin S. Oliver will cease acting as chief accounting officer. Mr. Oliver, who, in addition to his chief accounting officer role, served as Interim Chief Financial Officer of the Company, is relocating to Amsterdam to assume the role of CFO of the Company’s European headquarters.

Ms. Casey and the Company did not enter into or amend any agreements, and no compensatory grants or awards were made to Ms. Casey, in connection with her appointment as chief accounting officer. There are no arrangements or understandings between Ms. Casey and other persons to which she was appointed as chief accounting officer. There are no family relationships between Ms. Casey and any director or executive officer of the Company. There have been no transactions since the beginning of the Company’s last fiscal year, and no transactions are currently proposed, in which the Company was or is to be a participant and in which Ms. Casey or any member of her immediate family had or will have any interest, that are required to be disclosed to Item 404(a) of Regulation S-K.

5.02 (e) On April 18, 2018, the Compensation and Management Development Committee of the Company approved changes to the severance benefits for Scott A. Richardson, Senior Vice President and Chief Financial Officer. These changes align Mr. Richardson’s benefits to other members of the Company’s senior leadership team and were based on a review of market data in light of his February promotion to Chief Financial Officer. The following changes under the Company’s Executive Severance Benefits Plan (the “Severance Plan”) and his Change-in-Control Agreement with the Company (the “CIC Agreement”) were made:

Severance benefits under the Severance Plan have been increased from 50% to 150% of base salary and target annual bonus; and

Severance benefits under the CIC Agreement have been increased from one times to two times the sum of (i) the executive’s then annualized base pay and (ii) the higher of such executive’s most recent target bonus and the average of such executive’s cash bonuses for the most recent three years, plus medical coverage for two years following termination.

No other terms of the Severance Plan or CIC Agreement have been changed for Mr. Richardson, including the triggering events giving rise to severance or the other terms and conditions on payments.

On April 19, 2018, the Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) and the Company’s stockholders approved the Celanese Corporation 2018 Global Incentive Plan, effective as of April 23, 2018 (the “2018 Plan”). A description of the terms and conditions of the 2018 Plan is set forth in the Company’s Proxy Statement for the Annual Meeting (the “Proxy Statement”) as filed with the Securities and Exchange Commission on March 9, 2018 under the heading “Item 4: Approval of the 2018 Global Incentive Plan”, which description is incorporated herein by reference. This summary is qualified in its entirety by the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

Item 5.02 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 seven Directors to the Board to serve for a term that expires at the annual meeting of stockholders in 2019 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 2018; and (4) approval of the Company’s 2018 Global Incentive Plan. Each of the proposals is described in the Proxy Statement.

As of the Annual Meeting record date of February 20, 2018, there were 135,823,207 shares of the Company’s Series A 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 125,063,579 shares were voted in person or by proxy (92% 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 2019 by the votes set forth in the table below.

Nominee

Voted For

Voted Against

Abstain

Broker Non-Votes

Jean S. Blackwell

118,966,682

844,309

58,721

5,193,864

William M. Brown

119,617,514

192,508

59,690

5,193,864

Bennie W. Fowler

119,572,840

238,201

58,671

5,193,864

Edward G. Galante

119,121,711

687,912

60,089

5,193,864

Kathryn M. Hill

119,460,494

350,302

58,916

5,193,864

David S. Hoffmeister

119,013,215

796,608

59,889

5,193,864

John K. Wulff

118,783,163

1,026,284

60,265

5,193,864

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.

Voted For

Voted Against

Abstain

Broker Non-Votes

117,613,082

2,029,831

226,799

5,193,864

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 2018 was ratified by the stockholders by the votes set forth in the table below.

Voted For

Voted Against

Abstain

124,082,426

919,393

61,757

4. Approval of the 2018 Global Incentive Plan. The 2018 Global Incentive Plan was approved by the stockholders by the votes set forth in the table below.

Voted For

Voted Against

Abstain

Broker Non-Votes

106,734,003

13,048,131

87,578

5,193,864

Item 5.02 Regulation FD Disclosure.

On April 18, 2018, the Company issued a press release announcing that its Board had approved a 17% 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 5.02 disclosure.

Item 5.02 Financial Statements and Exhibits.

(d) Exhibits

* The information in Item 5.02 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 5.02 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 5.02 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-10.1 2 a20184198-kex101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1Celanese Corporation2018 Global Incentive PlanApril 23,…
To view the full exhibit click here

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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