Celanese Corp 8-K, filed Dec 19, 2024
Celanese Corp (CE)
8-K
2024-12-19
For: 2024-12-19
View Original
Added on
April 12, 2026
About this 8-K
Celanese Corp filed this 8-K on December 19, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): December 19, 2024 (December 19, 2024 )
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972 ) 443-4000
(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):
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On December 19, 2024, the Board of Directors (the "Board") of Celanese Corporation (the "Company") increased the size of the Board from 11 to 12 members and elected Christopher Kuehn as a director of the Company, in each case effective January 1, 2025.
Mr. Kuehn 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. Kuehn will initially serve as a member of the Audit Committee.
The Board has determined that Mr. Kuehn (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 (the "NYSE"), (b) qualifies as an "audit committee financial expert" pursuant to the rules of the SEC and has "accounting or related financial management expertise" pursuant to the listing standards of the NYSE and (c) 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. Kuehn will be compensated in accordance with the Company's compensation practices for non-management directors. Mr. Kuehn 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. Kuehn and any other person pursuant to which he was elected as director.
On December 19, 2024, the Company issued a press release announcing the election of Mr. Kuehn, 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 | ||||||||
| 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/ ASHLEY B. DUFFIE | ||||||||||
| Name: | Ashley B. Duffie | ||||||||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | ||||||||||
| Date: | December 19, 2024 | ||||||||||
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Exhibit 99.1
| Celanese Corporation | |||||
| 222 West Las Colinas Blvd. | |||||
| Suite 900N | |||||
| Irving, Texas 75039 | |||||
Christopher Kuehn Elected to
Celanese Board of Directors
DALLAS (December 19, 2024) - Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today announced that Christopher Kuehn has been elected to the company’s Board of Directors. Mr. Kuehn, 52, is the Executive Vice President and Chief Financial Officer of Trane Technologies plc, a global climate innovator. He will join the Celanese Board effective January 1, 2025, bringing the total number of Board members to 12 (11 of whom are independent).
In his current role as Executive Vice President and Chief Financial Officer, Mr. Kuehn is responsible for global finance functions including investor relations, financial planning and analysis, treasury, business unit finance, controllership, external reporting, tax, and audit/advisory services, as well as enterprise risk management, global information technology and digital risk. Mr. Kuehn became senior vice president and Chief Financial Officer of Trane Technologies when the company launched in 2020 as part of the Reverse Morris Trust Transaction with Ingersoll Rand. Previously, he served as VP & Chief Accounting Officer of Ingersoll Rand plc from June 2015 to February 2020, with responsibility for global controllership and reporting, enterprise financial planning and analysis and business unit finance. Prior to joining Ingersoll Rand, he served as Corporate Controller & Chief Accounting Officer at Whirlpool Corporation from 2012 to 2015 and served as Segment CFO, Thermal Equipment & Services segment at SPX Corporation and other senior finance roles from 2006 to 2012. Mr. Kuehn began his career at PricewaterhouseCoopers LLP in 1994 where he held positions of increasing responsibility in the assurance practice.
Mr. Kuehn received a B.S. in Accounting from State University of New York College at Geneseo and an M.B.A. from University of Rochester. He is a New York licensed CPA.
“The Board is delighted to welcome Chris,” said Kim Rucker, Lead Independent Director, Celanese Corporation. “He is a seasoned executive that deepens the Board’s financial and risk management expertise, in addition to bringing fresh perspectives as a current CFO managing a range of financial and information technology and security disciplines.”
Mr. Kuehn will stand for re-election at the 2025 Annual Meeting of Shareholders.
About Celanese
Celanese is a global leader in chemistry, producing specialty material solutions used across most major industries and consumer applications. Our businesses use our chemistry, technology and commercial expertise to create value for our customers, employees and shareholders. We support sustainability by responsibly managing the materials we create and growing our portfolio of sustainable products to meet customer and societal demand. We strive to make a positive impact in our communities and to foster inclusivity across our teams. Celanese Corporation is a Fortune 500 company that employs approximately 12,400 employees worldwide with 2023 net sales of $10.9 billion.
Celanese Contacts:
| Investor Relations | Media Relations - Global | Media Relations Europe (Germany) | ||||||
| Bill Cunningham | Brian Bianco | Petra Czugler | ||||||
| +1 302 999 6410 | +1 972 443 4400 | +49 69 45009 1206 | ||||||
| william.cunningham@celanese.com | media@celanese.com | petra.czugler@celanese.com | ||||||