CELANESE CORPORATION (NYSE:CE) Files An 8-K Submission of Matters to a Vote of Security Holders

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CELANESE CORPORATION (NYSE:CE) Files An 8-K Submission of Matters to a Vote of Security Holders

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

On April 20, 2017, Celanese Corporation (the Company) held its 2017
Annual Meeting of Stockholders (the Annual Meeting). During the
Annual Meeting, the Companys stockholders were asked to consider
and vote upon five proposals: (1) election of Class I Directors to
the Board of Directors (the Board) to serve for a term that expires
at the annual meeting of stockholders in 2018 or until their
successors are duly elected and qualified or their earlier
resignation or retirement; (2) advisory vote to approve executive
compensation; (3) advisory vote on frequency of advisory vote on
executive compensation; (4) ratification of the selection of KPMG
LLP as the Companys independent registered public accounting firm
for 2017; and (5) re-approval of material terms of the Company’s
2009 Global Incentive Plan. Each of the proposals is described in
the Company’s proxy materials for the Annual Meeting.
As of the Annual Meeting record date of February 21, 2017, there
were 140,997,902 shares of the Companys 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. 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 2018 by the votes set forth in the table below.
Nominee
Voted For
Voted Against
Abstain
Broker Non-Votes
Jean S. Blackwell
122,143,891
2,377,160
12,445
5,078,309
Bennie W. Fowler
122,658,402
1,861,828
13,266
5,078,309
Kathryn M. Hill
122,479,654
2,041,719
12,123
5,078,309
David C. Parry
122,658,915
1,861,509
13,072
5,078,309
John K. Wulff
118,231,540
6,288,662
13,294
5,078,309
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
122,749,757
1,710,431
73,308
5,078,309
3. Frequency of advisory votes on executive compensation. The
stockholders approved, on an advisory basis, the holding of a
stockholder advisory vote on executive compensation of our named
executive officers, as disclosed in the proxy statement for the
Company’s annual meeting, on a periodic basis by the votes set
forth in the table below.
1 Year
2 Years
3 Years
Abstain
117,594,728
58,002
6,845,291
35,475
Based on these results and consistent with its recommendation to
stockholders, the Board determined to hold a stockholder advisory
vote on the compensation of executive officers annually until the
next vote on the frequency of such stockholder advisory votes. A
frequency vote is required at least once every six years.
4. Ratification of Appointment of Independent Registered Public
Accounting Firm. The appointment of KPMG LLP as the Companys
independent registered public accounting firm for 2017 was ratified
by the stockholders by the votes set forth in the table below.
Voted For
Voted Against
Abstain
125,268,063
4,328,068
15,674
5. Re-approval of Materials Terms of the 2009 Global Incentive
Plan. The material terms of the 2009 Global Incentive Plan for
purposes of Section 162(m) of the Internal Revenue Code of 1986, as
amended, were re-approved by the stockholders by the votes set
forth in the table below.
Voted For
Voted Against
Abstain
Broker Non-Votes
122,268,592
2,211,569
53,335
5,078,309
– 2>-
Item 7.01 Regulation FD Disclosure.
On April 20, 2017, the Company issued a press release announcing
that its Board had approved a 28% 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.
Item 9.01 Financial Statements and Exhibits.>
(d) Exhibits
Exhibit
Number
Description
99.1
Press Release dated April 20, 2017*
* 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.
– 3>-


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.

CELANESE CORPORATION (NYSE:CE) Recent Trading Information

CELANESE CORPORATION (NYSE:CE) closed its last trading session down -1.10 at 88.40 with 1,259,610 shares trading hands.

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