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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): September 6, 2024 (September 6, 2024)
CELANESE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware001-3241098-0420726
   
(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 ClassTrading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per shareCEThe New York Stock Exchange
1.250% Senior Notes due 2025CE /25The New York Stock Exchange
4.777% Senior Notes due 2026CE /26AThe New York Stock Exchange
2.125% Senior Notes due 2027CE /27The New York Stock Exchange
0.625% Senior Notes due 2028CE /28The New York Stock Exchange
5.337% Senior Notes due 2029CE /29AThe 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 September 6, 2024, the Board of Directors (the "Board") of Celanese Corporation (the "Company") increased the size of the Board from ten to eleven members and elected Bruce Chinn as a director of the Company, in each case effective September 15, 2024.
Mr. Chinn 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. Chinn will initially serve as a member of the Audit Committee and Stewardship Committee.
The Board has determined that Mr. Chinn (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. Chinn 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 SEC on March 21, 2024. Accordingly, he 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 his election. Mr. Chinn 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. Chinn and any other person pursuant to which he was elected as director.
On September 6, 2024, the Company issued a press release announcing the election of Mr. Chinn, 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
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101)


2

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:September 6, 2024
3

Exhibit 99.1
celogoa02a01a10a01a02a01a36a.jpg
Celanese Corporation
222 West Las Colinas Blvd.
Suite 900N
Irving, Texas 75039
Bruce Chinn Elected to
Celanese Board of Directors

DALLAS (September 6, 2024) - Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today announced that Bruce Chinn has been elected to the company’s Board of Directors. Mr. Chinn, 67, served as President, Chief Executive Officer and a Director of Chevron Phillips Chemical Company LLC, a global petrochemical joint venture of Chevron U.S.A Inc. and Phillips 66 Company, until March 2024. He will join the Celanese Board effective September 15, 2024, bringing the total number of Board members to eleven (ten of which are independent).

Before leading Chevron Phillips Chemical, Mr. Chinn held several operations and business roles at Chevron Corporation, beginning in 2006, leading large, diverse organizations. In these roles, he focused on performance, partnership, and safety, while striving for continued success in the business and the community. Mr. Chinn began his career at DuPont in 1978, where he held positions of increasing responsibility in manufacturing, technical, commercial and business leadership at the U.S. and international level. He is a member of the Board of Directors of Waste Management, Inc. (WM) and serves on the American Institute of Chemical Engineers Foundation Board of Trustees.

Mr. Chinn holds a Bachelor of Science degree in chemical engineering from Texas A&M University.

“We could not be more pleased to welcome Bruce to the Celanese Board,” said Lori Ryerkerk, Chair, Chief Executive Officer and President, Celanese Corporation. “In addition to his exceptional manufacturing and technical background, Bruce’s longstanding leadership experience in the global chemicals industry will bring valuable depth to our Board and benefit our stakeholders.”

Mr. Chinn 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 RelationsMedia Relations - GlobalMedia Relations Europe (Germany)
Bill CunninghamBrian BiancoPetra Czugler
+1 302 999 6410+1 972 443 4400+49 69 45009 1206
william.cunningham@celanese.commedia@celanese.com petra.czugler@celanese.com

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Cover Page
Sep. 06, 2024
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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
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City Area Code 972
Local Phone Number 443-4000
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Entity Information [Line Items]  
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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
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Security Exchange Name NYSE
4.777% Senior Notes due 2026  
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Security Exchange Name NYSE
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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
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