Document


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): July 18, 2018 (July 16, 2018)
 
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)
 
(I.R.S. Employer
Identification No.)
 
 
222 W. Las Colinas Blvd., Irving, Texas
 
75039
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (972) 443-4000
Not Applicable
(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:
 
¨
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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On July 16, 2018, the Board of Directors (the “Board”) of Celanese Corporation (the “Company”) amended and restated the By-laws of the Company (the “Amended and Restated By-Laws”), effective immediately.
•
Article II, Section 2.10 was updated to confirm the power of the person presiding over a stockholders’ meeting to adjourn the meeting.
•
Article III was updated to amend the Board and committee meeting quorum requirements to a majority.
•
Article V, Sections 5.01 and 5.02 were amended to update certain provisions relating to stock certificates, including signature requirements and the option for future uncertificated shares.
•
Additional amendments updated various provisions in the Amended and Restated By-Laws to align them with current Delaware law, including provisions on record date, stockholder consents and powers of the Board.
The foregoing description of the amendments to the Company’s Amended and Restated By-Laws is qualified in its entirety by reference to the text of the Amended and Restated By-Laws, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
 
 
 
Description
 
 
 
3.1
 

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/ James R. Peacock III
 
Name:
James R. Peacock III
 
Title:
Vice President, Deputy General Counsel and Corporate Secretary
 
 
 
 
 
Date:
July 18, 2018
 


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