2015.4.23 Form 8K (annual mtg)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 2015
CELANESE CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
001-32410
 
98-0420726
 
 
 
 
 
(State or other jurisdiction
of incorporation)
 
(Commission File
Number)
 
(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))





Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 23, 2015, Celanese Corporation (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”). During the Annual Meeting, the Company’s stockholders were asked to consider and vote upon three proposals: (1) election of three Class II Directors to the Company's Board of Directors to serve for terms that expire at the annual meeting of stockholders in 2018, or until their successors are duly elected and qualified; (2) advisory vote to approve executive compensation; and (3) ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2015.
As of the record date of February 23, 2015, there were 155,593,724 shares of the Company’s Series A Common Stock issued and outstanding and entitled to be voted at the Annual Meeting, if represented. For each proposal, the stockholder voting results were as follows:
1. Election of Directors. Each of the Director nominees for Class II 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
Class II Directors:
 
 
 
 
 
 
 
 
James E. Barlett
 
135,306,800
 
875,213
 
214,998
 
6,475,270
Edward G. Galante
 
136,004,654
 
176,093
 
216,264
 
6,475,270
David F. Hoffmeister
 
124,298,567
 
11,882,419
 
216,025
 
6,475,270
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 Company's proxy statement for the Annual Meeting, by the votes set forth in the table below.
Voted For
 
Voted Against
 
Abstain
 
Broker Non-Votes
130,012,067
 
5,880,712
 
504,232
 
6,475,270
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 2015 was ratified by the stockholders by the votes set forth in the table below.
Voted For
 
Voted Against
 
Abstain
142,082,976
 
536,905
 
252,400
Item 7.01 Regulation FD Disclosure.
On April 23, 2015, the Company issued a press release announcing that its Board of Directors had approved a 20% 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 7.01 disclosure.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
 
 
 
Description
 
 
 
99.1
 
Press Release dated April 23, 2015*
* 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.




SIGNATURES
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.
 
 
 
 
 
CELANESE CORPORATION
 
 
By:
/s/ James R. Peacock III 
 
Name:  
James R. Peacock III 
 
Title:  
Vice President, Deputy General Counsel and Corporate Secretary 
 
 
 
 
 
Date:
April 24, 2015
 
INDEX TO EXHIBITS
Exhibit
Number
 
 
 
Description
 
 
 
99.1
 
Press Release dated April 23, 2015*
* 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.