--- schema_version: "secwatch.filing_event.v1" accession: "0001306830-24-000119" form_type: "8-K" ticker: "CE" cik: "0001306830" company_name: "Celanese Corp" filed_at: "2024-05-15T23:59:59+00:00" generated_at: "2026-06-01T22:45:57.452192+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Celanese shareholders approve officer exculpation amendment to charter ## Summary - Amendment to Article IX of Restated Certificate to add officer exculpation under Delaware law approved by shareholders on May 13, 2024. - Vote: 93,298,323 for, 7,223,680 against, 59,568 abstain; effective upon filing May 15, 2024. - All ten director nominees elected; KPMG ratified as independent auditor for 2024. - Advisory vote on executive compensation approved (99.3M for, 1.2M against). ## SEC filing metadata - accession: 0001306830-24-000119 - form_type: 8-K - ticker: CE - cik: 0001306830 - company_name: Celanese Corp - filed_at: 2024-05-15T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1306830/000130683024000119/0001306830-24-000119-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1306830/000130683024000119/ce-20240513.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001306830-24-000119 - JSON: https://secwatch.observer/filing/0001306830-24-000119.json - Plain text: https://secwatch.observer/filing/0001306830-24-000119.txt ## Key facts - Governance Changes Celanese Corp: Amendment to Article IX of the Second Amended and Restated Certificate of Incorporation to add officer exculpation and indemnification provisions under Delaware law (effective 2024-05-15). - Change: charter amendment - Effective: 2024-05-15 source text: On May 13, 2024, Celanese Corporation (the “Company”) held its 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) virtually at www.virtualshareholdermeeting.com/CE2024 and the Company’s shareholders approved an amendment to Article IX of the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Restated Certificate”), to add language exculpating certain officers of the Company from certain liabilities and extending to our officers a right to mandatory indemnification. evidence_url: https://www.sec.gov/Archives/edgar/data/1306830/000130683024000119/0001306830-24-000119-index.htm - Shareholder Votes Celanese Corp shareholders approved Advisory vote to approve executive compensation. - Proposal: say on pay - Outcome: passed source text: 3. Advisory Vote to Approve Executive Compensation. The shareholders approved, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement, by the votes set forth in the table below. Voted For Voted Against Abstain Broker Non-Votes 99,257,359 1,160,371 163,841 3,674,354 evidence_url: https://www.sec.gov/Archives/edgar/data/1306830/000130683024000119/0001306830-24-000119-index.htm - Shareholder Votes Celanese Corp shareholders approved Election of ten directors to serve until 2025 annual meeting. - Proposal: director election - Outcome: passed source text: 1. Election of Directors. Each of the director nominees was elected to serve for a term which expires at the annual meeting of shareholders in 2025 by the votes set forth in the table below. Nominee Voted For Voted Against Abstain Broker Non-Votes Edward G. Galante 97,165,014 3,363,797 52,760 3,674,354 Timothy Go 100,384,924 111,387 85,260 3,674,354 Kathryn M. Hill 98,726,687 1,803,670 51,214 3,674,354 David F. Hoffmeister 91,278,184 9,241,210 62,177 3,674,354 Jay V. Ihlenfeld 99,111,847 1,404,860 64,864 3,674,354 Deborah J. Kissire 92,578,360 7,922,647 80,564 3,674,354 Michael Koening 100,143,153 354,795 83,623 3,674,354 Ganesh Moorthy 100,286,096 209,416 86,059 3,674,354 Kim K.W. Rucker 96,694,879 3,831,773 54,919 3,674,354 Lori J. Ryerkerk 97,512,131 3,047,747 21,693 3,674,354 evidence_url: https://www.sec.gov/Archives/edgar/data/1306830/000130683024000119/0001306830-24-000119-index.htm - Shareholder Votes Celanese Corp shareholders approved Approval of amendment to Restated Certificate to provide for officer exculpation and indemnification under Delaware law. - Proposal: charter amendment - Outcome: passed source text: 4. Approval of Amendment to the Company's Second Amended and Restated Certificate of Incorporation. The Amendment to the Restated Certificate to provide for officer exculpation and indemnification under Delaware law was approved by the shareholders by the votes set forth in the table below. Voted For Voted Against Abstain Broker Non-Votes 93,298,323 7,223,680 59,568 3,674,354 evidence_url: https://www.sec.gov/Archives/edgar/data/1306830/000130683024000119/0001306830-24-000119-index.htm - Shareholder Votes Celanese Corp shareholders approved Ratification of appointment of KPMG LLP as independent registered public accounting firm for 2024. - Proposal: auditor ratification - Outcome: passed source text: 2. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2024 was ratified by the shareholders by the votes set forth in the table below. Voted For Voted Against Abstain 102,793,741 1,424,927 37,257 evidence_url: https://www.sec.gov/Archives/edgar/data/1306830/000130683024000119/0001306830-24-000119-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.