Celanese Corp - Series A (CE)

Filed: 14 Oct 20, 4:34pm

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): October 14, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation)
(Commission File
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per shareCEThe New York Stock Exchange
1.125% Senior Notes due 2023CE /23The New York Stock Exchange
1.250% Senior Notes due 2025CE /25The New York Stock Exchange
2.125% Senior Notes due 2027CE /27The New York Stock Exchange
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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On October 14, 2020, the Board of Directors (the “Board”) of Celanese Corporation (the “Company”) increased the size of the Board from nine to ten members and elected Deborah J. Kissire as a director of the Company.

Ms. Kissire has been elected to serve on the Board until the Company's 2021 Annual Meeting of Stockholders to be held on or about April 15, 2021, at which time she is expected to be a nominee for election by the Company's stockholders. Initially, Ms. Kissire will serve as a member of the Audit Committee and the Environmental, Health, Safety, Quality and Public Policy (EHSQPP) Committee.

Ms. Kissire will be compensated in accordance with the Company’s compensation practices for non-management directors. The components of this program were disclosed by the Company in its proxy statement filed with the U.S. Securities and Exchange Commission on March 6, 2020. Accordingly, she will receive a cash retainer and an initial grant of time-vested restricted stock units, to be pro-rated accordingly from the effective date of her election. Ms. Kissire will also be reimbursed for expenses incurred on behalf of the Company, in accordance with Company policy.

There are no arrangements or understandings between Ms. Kissire and any other person pursuant to which she was elected as director.

On October 14, 2020, the Company issued a press release announcing the election of Ms. Kissire, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01Financial Statements and Exhibits.
(d) The following exhibit is being filed herewith:
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101).


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 Secretary
Date:October 14, 2020