8-K

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): February 9, 2022

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
1.125% Senior Notes due 2023	CE /23	The New York Stock Exchange
1.250% Senior Notes due 2025	CE /25	The New York Stock Exchange
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

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.  ☐

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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 9, 2022, the Board of Directors (the "Board") of Celanese Corporation (the "Company") increased the size of the Board from nine to eleven members and elected each of Rahul Ghai and Michael Koenig as a director of the Company.

Mr. Ghai and Mr. Koenig have been elected to serve on the Board until the Company's 2022 Annual Meeting of Shareholders expected to be held in April 2022, at which time each will be a nominee for election by the Company's shareholders. Initially, Mr. Ghai will serve as a member of the Audit Committee and the Nominating and Corporate Governance Committee, and Mr. Koenig will serve as a member of the Compensation and Management Development Committee and the Environmental, Health, Safety, Quality and Public Policy (EHSQPP) Committee.

The Board has determined that (a) Mr. Ghai and Mr. Koenig are each independent directors 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 Listed Company Manual"), (b) neither Mr. Ghai nor Mr. Koenig is related to any officer or director of the Company or is a party to any transactions or relationships with the Company and its subsidiaries that require disclosure under Item 404(a) of Regulation S-K, and (c) Mr. Ghai qualifies as an audit committee financial expert as defined by the SEC.

Mr. Ghai and Mr. Koenig 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 5, 2021, and since such filing, the Company has increased the amounts of the annual cash retainer and annual time-vested restricted stock units components from $105,000 to $115,000 and $150,000 to $160,000, respectively. Accordingly, each 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 election. Mr. Ghai and Mr. Koenig 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. Ghai or Mr. Koenig and any other person pursuant to which either was elected as director.

On February 9, 2022, the Company issued a press release announcing the election of Mr. Ghai and Mr. Koenig, 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 9, 2022*
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101)

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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/ MICHAEL R. SULLIVAN
Name:	Michael R. Sullivan
Title:	Vice President, Deputy General Counsel and Assistant Corporate Secretary
Date:	February 9, 2022

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EX-99.1

Exhibit 99.1

Celanese Corporation

222 West Las Colinas Blvd.

Suite 900N

Irving, Texas 75039

Rahul Ghai and Michael Koenig Elected to

Celanese Board of Directors

DALLAS (February 9, 2022) - Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today announced that Rahul Ghai and Michael Koenig have been elected to the company's Board of Directors, bringing the total number of Board members to eleven (ten of which are independent). They will begin their Celanese Board service effective immediately.

Rahul Ghai

Mr. Rahul Ghai has served as Executive Vice President and Chief Financial Officer of Otis Worldwide Corporation, a leading elevator and escalator manufacturing, installation and service company, since its April 2020 spin-off from United Technologies Corporation ("UTC"). Until the spin-off, he served as Vice President and Chief Financial Officer of the Otis Elevator division of UTC from July 2019. Mr. Ghai served as Senior Vice President and Chief Financial Officer of Harris Corporation from February 2016 through June 2019. Prior to Harris Corporation, Mr. Ghai held executive-level finance roles of increasing responsibility at Aetna and UTC.

He holds a bachelor's degree in Commerce from Delhi University and an MBA from Purdue University.

"Rahul's career experiences are impressive and Celanese is pleased to welcome him as a Board member who brings significant expertise as a public company chief financial officer and financial executive," said Lori Ryerkerk, Chairman of the Board, President and CEO, Celanese Corp. "His leadership roles held at multiple companies and his deep knowledge of financial reporting, audit and risk matters makes him a superb selection by the Board to help continue Celanese;s exemplary record of financial reporting, performance and management."

Michael Koenig

Mr. Michael Koenig is Chief Executive Officer and a member of the board of directors of Nobian Industrial Chemicals B.V., a privately held European leader in the production of essential chemicals that spun out of Nouryon in July 2021. He previously served as Chief Executive Officer of ELKEM ASA, a publicly listed and Norwegian-headquartered global supplier of silicon-based advanced materials, from 2019 to 2021, and CEO of China National Bluestar Group, a specialty chemicals company, from 2016 to 2019.

Mr. Koenig serves as chairman of the supervisory board of Symrise AG, a publicly listed developer and producer of food and cosmetic flavor and fragrance ingredients, is a member of the auditing committee and is chairman of the personnel committee and the nominating committee. Mr. Koenig previously served as a member of the board of directors of Conzzeta AG, a sheet-metal processing company now known as Bystronic AG, and chairman of the supervisory board of REC Solar Group.

He holds a master's degree in Chemical Process Engineering from the Technical University of Dortmund, Germany.

"Michael’s qualifications and experience as a materials manufacturing executive in numerous countries around the world, his experience in global and international business considerations, and the valuable global perspective gained as an executive and board member of companies headquartered outside of the United States makes him an excellent addition to our Board as Celanese continues its global growth," noted Ryerkerk. "We are pleased to welcome Michael and look forward to his contributions to Celanese."

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Mr. Ghai and Mr. Koenig will stand for re-election at the 2022 Annual Meeting of Shareholders

About Celanese

Celanese Corporation is a global chemical leader in the production of differentiated chemistry solutions and specialty materials used in most major industries and consumer applications. Our businesses use the full breadth of Celanese's global chemistry, technology and commercial expertise to create value for our customers, employees, shareholders and the corporation. As we partner with our customers to solve their most critical business needs, we strive to make a positive impact on our communities and the world through The Celanese Foundation. Based in Dallas, Celanese employs approximately 8,500 employees worldwide and had 2021 net sales of $8.5 billion. For more information about Celanese Corporation and its product offerings, visit www.celanese.com .

Celanese Contacts:

Investor Relations	Media Relations - Global	Media Relations Europe (Germany)
Brandon Ayache	W. Travis Jacobsen	Petra Czugler
+1 972 443 8509	+1 972 443 3750	+49 69 45009 1206
brandon.ayache@celanese.com	william.jacobsen@celanese.com	petra.czugler@celanese.com

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XML

Cover Page	Feb. 09, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 09, 2022
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
1.125% Senior Notes due 2023
Entity Information [Line Items]
Title of 12(b) Security	1.125% Senior Notes due 2023
Trading Symbol	CE /23
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
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 Unsecured 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