Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On September 17, 2018, Celanese Corporation (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). During the Special Meeting, the stockholders approved an amendment to Article IV of the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Restated Certificate”), to
(
i) eliminate the Company’s Series B Common Stock, par value $0.0001 per share (the “Series B Common Stock”) as an authorized series of the Company’s class of common stock, (ii) redesignate the Company’s Series A Common Stock, par value $0.0001 per share (the “Series A Common Stock”), including all shares of the Series A Common Stock issued and outstanding at the effective time of such amendment, as “Common Stock, par value $0.0001 per share” (the “Common Stock”), and (iii) make other minor changes to Article IV of the Restated Certificate to delete from the Restated Certificate provisions relating to the Series B Common Stock. The amendment to the Certificate is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 8, 2018, in connection with the Special Meeting. The full text of the amendment to the Certificate is attached as Exhibit 3.1 and is incorporated herein by reference.
The amendment to the Restated Certificate became effective upon the Company’s filing of a Certificate of Amendment to the Restated Certificate with the Secretary of State of the State of Delaware on September 17, 2018.
Item 5.07 Submission of Matters to a Vote of Security Holders.
During the Special Meeting, the Company’s stockholders were asked to consider and vote upon two proposals: (1) approval of an amendment to the Restated Certificate to eliminate any references to the Company’s Series B Common Stock and redesignate the Company’s Series A Common Stock as "Common Stock"; and (2) approval of the adjournment or postponement of the Special Meeting, if necessary.
As of the record date of July 27, 2018, there were 134,962,322 shares of the Company’s Series A Common Stock issued and outstanding and entitled to be voted at the Special Meeting, if represented. For each proposal, the stockholder voting results were as follows:
1. Approval of the Amendment to the Company’s Certificate of Incorporation.
The amendment to the Certificate to eliminate references to the Company’s Series B Common Stock and redesignate the Company’s Series A Common Stock were approved by the stockholders by the votes set forth in the table below.
|
|
|
|
|
|
Voted For
|
|
Voted Against
|
|
Abstain
|
122,526,681
|
|
52,572
|
|
63,972
|
2. Approval of the Adjournment and Postponement of the Special Meeting.
The adjournment or postponement of the Special Meeting, if necessary, was approved by the stockholders by the votes set forth in the table below.
|
|
|
|
|
|
Voted For
|
|
Voted Against
|
|
Abstain
|
117,168,129
|
|
5,420,167
|
|
54,929
|