Celanese shareholders approve removal of supermajority voting requirements, adopt majority voting standards

Celanese Corp

Shareholders approved four charter amendments to replace supermajority voting with majority voting at May 14, 2025 annual meeting.
Amendments cover bylaw changes, charter amendments, filling board vacancies, and director removal, all by majority vote.
All 13 director nominees elected; KPMG ratified as auditor; advisory votes on executive compensation and shareholder proposal passed.
Charter and bylaw amendments became effective May 15, 2025 upon filing with the Delaware Secretary of State.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Celanese Corp: Conforming bylaw amendments in connection with charter amendments, effective upon filing of Certificate of Amendment (effective 2025-05-15).

Change: bylaw amendment
Effective: 2025-05-15

Exact text from the filing

In connection with approving the Charter Amendments and recommending them to the Company’s shareholders for approval, and as disclosed in the Proxy Statement, the Board also approved conforming amendments to the Company’s Seventh Amended and Restated By-laws, as amended (the “By-laws Amendments”).

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Celanese Corp: Shareholders approved amendments to remove supermajority voting requirements and adopt majority voting standards, plus housekeeping amendments (effective 2025-05-15).

Change: charter amendment
Effective: 2025-05-15

Exact text from the filing

on May 14, 2025, Celanese Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) and the Company’s shareholders approved amendments to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) to remove the supermajority voting requirements in the Charter and replace them with majority voting standards, and to adopt certain other “housekeeping” amendments to the Charter (collectively, the “Charter Amendments”).

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11 governance changes filed in the last 30 days. Browse all governance changes →

Celanese Corp filing history →

Source: SEC EDGAR

accession 0001104659-25-049701

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