UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 14, 2025 (
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On February 13, 2025, the Board of Directors (the “Board”) of Celanese Corporation (the “Company”) increased the size of the Board from 12 to 13 members and elected Scott Sutton as a director of the Company, in each case effective March 1, 2025.
Mr. Sutton 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. Sutton will initially serve as a Co-Chair, along with Scott Richardson, the Company’s Chief Executive Officer and President, of the Company’s newly established Finance and Business Review Committee (the “Finance Committee”), which will assist with oversight of the Company’s financial position and long-term financial objectives and strategy.
The Board has determined that Mr. Sutton (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 and (b) 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. Sutton will be compensated in accordance with the Company’s compensation practices for non-management directors. Mr. Sutton 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. Sutton and any other person pursuant to which he was elected as director.
On February 14, 2025, the Company issued a press release announcing the election of Mr. Sutton and the formation of the Finance Committee, 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 February 14, 2025 | |
| 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.
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CELANESE CORPORATION | ||
| Date: February 14, 2025 | By: | /s/ Ashley B. Duffie |
| Name: | Ashley B. Duffie | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |