CE Celanese Corporation

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Date of Report (Date of earliest event reported): April 20, 2023

Delaware

001-32410

98-0420726

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Registrant's telephone number, including area code: (972) 443-4000

N/A

☐   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))

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share			CE			The New York Stock Exchange
1.125% Senior Notes due 2023			CE /23			The New York Stock Exchange
1.250% Senior Notes due 2025			CE /25			The New York Stock Exchange
4.777% Senior Notes due 2026			CE /26A			The New York Stock Exchange
2.125% Senior Notes due 2027			CE /27			The New York Stock Exchange
0.625% Senior Notes due 2028			CE /28			The New York Stock Exchange
5.337% Senior Notes due 2029			CE /29A			The New York Stock Exchange

Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 20, 2023, Celanese Corporation (the "Company") held its 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”) virtually at www.virtualshareholdermeeting.com/CE2023 and the Company’s shareholders approved the Celanese Corporation Amended and Restated 2018 Global Incentive Plan, effective as of April 20, 2023 (the “Amended and Restated 2018 Global Incentive Plan”) to, among other things, (i) increase the number of shares of our common stock authorized for issuance thereunder by 1,500,000 shares and (ii) extend the term of the plan. A description of the terms and conditions of the Amended and Restated 2018 Global Incentive Plan is set forth in the Company’s Proxy Statement for the 2023 Annual Meeting (the “Proxy Statement”) as filed with the Securities and Exchange Commission on March 9, 2023 under the heading “Item 5: Approval of the Amended and Restated 2018 Global Incentive Plan”, which description is incorporated herein by reference. This summary is qualified in its entirety by the full text of the Amended and Restated 2018 Global Incentive 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 5.07			Submission of Matters to a Vote of Security Holders.

1. Election of Directors. Each of the director nominees was elected to serve for a term which expires at the annual meeting of shareholders in 2024 by the votes set forth in the table below.

Nominee						Voted For						Voted Against						Abstain						Broker Non-Votes
Jean S. Blackwell						94,351,254						657,624						77,994						4,435,922
William M. Brown						94,276,076						757,809						52,987						4,435,922
Edward G. Galante						90,225,178						4,809,093						52,601						4,435,922
Kathryn M. Hill						94,542,997						451,349						92,526						4,435,922
David F. Hoffmeister						85,646,111						9,357,767						82,994						4,435,922
Jay V. Ihlenfeld						93,311,843						1,692,185						82,844						4,435,922
Deborah J. Kissire						87,763,044						7,245,578						78,250						4,435,922
Michael Koenig						94,563,747						442,822						80,303						4,435,922
Kim K.W. Rucker						93,557,141						1,450,740						78,991						4,435,922
Lori J. Ryerkerk						91,438,816						3,555,844						92,212						4,435,922

2. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2023 was ratified by the shareholders by the votes set forth in the table below.

Voted For						Voted Against						Abstain
98,592,715						876,687						50,392

3. Advisory Vote to Approve Executive Compensation. The shareholders approved, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement, by the votes set forth in the table below.

Voted For						Voted Against						Abstain						Broker Non-Votes
92,050,576						2,588,456						447,840						4,435,922

4. Frequency of Advisory Votes on Executive Compensation. The shareholders approved, on an advisory basis, the holding of a shareholder advisory vote on executive compensation of our named executive officers, as disclosed in the Proxy Statement, on a periodic basis by the votes set forth in the table below.

1 Year						2 Years						3 Years						Abstain						Broker Non-Votes
93,516,895						53,658						1,461,820						54,499						4,435,922

Based on these results and consistent with its recommendation to shareholders, the Board determined to hold a shareholder advisory vote to approve the compensation of executive officers annually until the next vote on the frequency of such shareholder advisory votes. A frequency vote is required at least once every six years.

5. Approval of the Amended and Restated 2018 Global Incentive Plan. The Amended and Restated 2018 Global Incentive Plan was approved by the shareholders by the votes set forth in the table below.

Voted For						Voted Against						Abstain						Broker Non-Votes
92,262,865						2,731,565						92,442						4,435,922

(d) The following exhibits are being furnished herewith:

Exhibit Number						Description
10.1						Celanese Corporation Amended and Restated 2018 Global Incentive Plan, dated as of April 20, 2023.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101)

			CELANESE CORPORATION
			By:			/s/ MICHAEL R. SULLIVAN
			Name:			Michael R. Sullivan
			Title:			Vice President, Deputy General Counsel and Assistant Corporate Secretary
			Date:			April 25, 2023