Celanese (CE) 8-KDeparture of Directors or Certain Officers

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 12, 2024 (December 9, 2024)

CELANESE CORPORATION

 (Exact name of registrant as specified in its charter)

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

(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:

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

Amendments to Severance Benefits Plan

On December 9, 2024, the Compensation and Management Development Committee (the “Committee”) of the Board of Directors (the “Board”) of Celanese Corporation (the “Company”) approved changes to the Company’s Executive Severance Benefits Plan (to be renamed the Designated Roles Member Severance Benefits Plan), effective as of January 1, 2025, that reduce the severance benefit thereunder from 150% of base salary and target bonus to 100% of base salary and target bonus for individuals who are “executive officers” under applicable SEC rules (from 200% to 150% in the case of the CEO) and make other clarifying changes.

The foregoing summary of the above changes and compensatory arrangements does not purport to be complete and is qualified in its entirety by reference to the full text of the documents, as applicable, copies of which are attached as exhibits hereto.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are being furnished herewith:

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.