Form 8-K - Current report

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): December 19, 2024 (December 19, 2024)

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


N/A

(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 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
1.250% 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

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

(d) On December 19, 2024, the Board of Directors (the "Board") of Celanese Corporation (the "Company") increased the size of the Board from 11 to 12 members and elected Christopher Kuehn as a director of the Company, in each case effective January 1, 2025.

Mr. Kuehn has been elected to serve on the Board until the Company's 2025 Annual Meeting of Shareholders, at which time he will be a nominee for election by the Company's shareholders. Mr. Kuehn will initially serve as a member of the Audit Committee.

The Board has determined that Mr. Kuehn (a) is an independent director within the meaning of the Securities Exchange Act of 1934, as amended, rules and regulations promulgated by the U.S. Securities and Exchange Commission (the "SEC") thereunder, and the listing standards of the New York Stock Exchange (the "NYSE"), (b) qualifies as an "audit committee financial expert" pursuant to the rules of the SEC and has "accounting or related financial management expertise" pursuant to the listing standards of the NYSE and (c) is not related to any officer or director of the Company nor is he a party to any transactions or relationships with the Company and its subsidiaries that require disclosure under Item 404(a) of Regulation S-K.

Mr. Kuehn will be compensated in accordance with the Company's compensation practices for non-management directors. Mr. Kuehn will also be reimbursed for expenses incurred on behalf of the Company, in accordance with Company policy.

There are no arrangements or understandings between Mr. Kuehn and any other person pursuant to which he was elected as director.

On December 19, 2024, the Company issued a press release announcing the election of Mr. Kuehn, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are being furnished herewith:


Exhibit Number
						Description

99.1						Press Release dated December 19 , 2024

104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101)

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/ ASHLEY B. DUFFIE
			Name:			Ashley B. Duffie
			Title:			Senior Vice President, General Counsel and Corporate Secretary

			Date:			December 19, 2024

Exhibit 99.1


			Celanese Corporation
			222 West Las Colinas Blvd.
			Suite 900N
			Irving, Texas 75039

Christopher Kuehn Elected to

Celanese Board of Directors

DALLAS (December 19, 2024) - Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today announced that Christopher Kuehn has been elected to the company’s Board of Directors. Mr. Kuehn, 52, is the Executive Vice President and Chief Financial Officer of Trane Technologies plc, a global climate innovator. He will join the Celanese Board effective January 1, 2025, bringing the total number of Board members to 12 (11 of whom are independent).

In his current role as Executive Vice President and Chief Financial Officer, Mr. Kuehn is responsible for global finance functions including investor relations, financial planning and analysis, treasury, business unit finance, controllership, external reporting, tax, and audit/advisory services, as well as enterprise risk management, global information technology and digital risk. Mr. Kuehn became senior vice president and Chief Financial Officer of Trane Technologies when the company launched in 2020 as part of the Reverse Morris Trust Transaction with Ingersoll Rand. Previously, he served as VP & Chief Accounting Officer of Ingersoll Rand plc from June 2015 to February 2020, with responsibility for global controllership and reporting, enterprise financial planning and analysis and business unit finance. Prior to joining Ingersoll Rand, he served as Corporate Controller & Chief Accounting Officer at Whirlpool Corporation from 2012 to 2015 and served as Segment CFO, Thermal Equipment & Services segment at SPX Corporation and other senior finance roles from 2006 to 2012. Mr. Kuehn began his career at PricewaterhouseCoopers LLP in 1994 where he held positions of increasing responsibility in the assurance practice.

Mr. Kuehn received a B.S. in Accounting from State University of New York College at Geneseo and an M.B.A. from University of Rochester. He is a New York licensed CPA.

“The Board is delighted to welcome Chris,” said Kim Rucker, Lead Independent Director, Celanese Corporation. “He is a seasoned executive that deepens the Board’s financial and risk management expertise, in addition to bringing fresh perspectives as a current CFO managing a range of financial and information technology and security disciplines.”

Mr. Kuehn will stand for re-election at the 2025 Annual Meeting of Shareholders.

About Celanese

Celanese is a global leader in chemistry, producing specialty material solutions used across most major industries and consumer applications. Our businesses use our chemistry, technology and commercial expertise to create value for our customers, employees and shareholders. We support sustainability by responsibly managing the materials we create and growing our portfolio of sustainable products to meet customer and societal demand. We strive to make a positive impact in our communities and to foster inclusivity across our teams. Celanese Corporation is a Fortune 500 company that employs approximately 12,400 employees worldwide with 2023 net sales of $10.9 billion.

Celanese Contacts:


Investor Relations	Media Relations - Global	Media Relations Europe (Germany)
Bill Cunningham	Brian Bianco	Petra Czugler
+1 302 999 6410	+1 972 443 4400	+49 69 45009 1206
william.cunningham@celanese.com	media@celanese.com	petra.czugler@celanese.com

Cover Page	Dec. 19, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 19, 2024
Entity Registrant Name	CELANESE CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-32410
Entity Tax Identification Number	98-0420726
Entity Address, Address Line One	222 West Las Colinas Blvd. Suite 900N
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75039
City Area Code	972
Local Phone Number	443-4000
Entity Information, Former Legal or Registered Name	N/A
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001306830
Amendment Flag	false
Common Stock, par value $0.0001 per share
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	CE
Security Exchange Name	NYSE
1.250% Senior Notes due 2025
Entity Information [Line Items]
Title of 12(b) Security	1.250% Senior Notes due 2025
Trading Symbol	CE /25
Security Exchange Name	NYSE
4.777% Senior Notes due 2026
Entity Information [Line Items]
Title of 12(b) Security	4.777% Senior Notes due 2026
Trading Symbol	CE /26A
Security Exchange Name	NYSE
2.125% Senior Notes due 2027
Entity Information [Line Items]
Title of 12(b) Security	2.125% Senior Notes due 2027
Trading Symbol	CE /27
Security Exchange Name	NYSE
0.625% Senior Notes due 2028
Entity Information [Line Items]
Title of 12(b) Security	0.625% Senior Notes due 2028
Trading Symbol	CE /28
Security Exchange Name	NYSE
5.337% Senior Notes due 2029
Entity Information [Line Items]
Title of 12(b) Security	5.337% Senior Notes due 2029
Trading Symbol	CE /29A
Security Exchange Name	NYSE