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): February 8,
2008
CELANESE
CORPORATION
(Exact
Name of Registrant as specified in its charter)
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DELAWARE
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001-32410
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98-0420726
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1601 West LBJ Freeway,
Dallas, Texas 75234-6034
(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 (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
On
February 8, 2008, the Board of Directors (the “Board”) of Celanese Corporation
(the “Company”), acting upon the recommendation of the Nominating and Corporate
Governance Committee of the Board (the “Committee”), approved the amendment and
restatement of the Company’s Amended and Restated By-Laws, effective as of
February 8, 2008, to change the vote standard for the
election of directors from a plurality to a majority of votes
cast in uncontested elections. The amendment states that a majority
of the votes cast means that the number of
shares voted "for" a director must exceed the number of
votes cast "against" that director. In contested elections
where the number of nominees exceeds the number of directors
to be elected, the vote standard will continue to be a plurality of
votes cast. The amendment, which affects Section 2.06 of the
Company’s Amended and Restated By-Laws, took effect upon adoption.
The
foregoing description of the By-Law amendment is qualified in its entirety by
reference to the Second Amended and Restated By-Laws, as amended and restated on
February 8, 2008, a copy of which is attached hereto as Exhibit
3.2.
Item
8.01 Other Events
In
connection with the By-Law amendment referred to in Item 5.03 of this
Current Report on Form 8-K, the Board approved and adopted amendments to the
Company’s Corporate Governance Guidelines (the “Guidelines”), to provide that
the Committee shall establish procedures for any director who is not elected to
tender his or her resignation. Under the Guidelines, in the event that a
director nominee fails to receive the requisite vote, the Committee will make a
recommendation to the Board on whether to accept or reject the resignation of
such director, or whether other action should be taken. The Board
will act on the Committee’s recommendation within ninety (90) days following
certification of the election results. In making its recommendation
to the Board, the Committee shall be entitled to consider all factors believed
relevant by the Committee’s members. Unless applicable to all
directors, the director(s) whose resignation is under consideration is expected
to recuse himself or herself from the Board vote. Thereafter, the
Board will promptly publicly disclose its decision regarding the director’s
resignation offer (including the reason(s) for rejecting the resignation offer,
if applicable). If the Board accepts a director’s resignation
pursuant to this process, the Committee shall recommend to the Board whether to
fill such vacancy or reduce the size of the Board.
Item 9.01
Financial Statements and Exhibits.
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Exhibit
Number
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Description
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3.2
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Celanese
Corporation Second Amended and Restated By-Laws, effective as of February
8, 2008
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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.
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CELANESE
CORPORATION
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By
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/s/ Robert L.
Villaseñor
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Name:
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Robert L.
Villaseñor
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Date:
February 14, 2008
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Title:
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Assistant
Secretary
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Exhibit
Number
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Description
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3.2
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Celanese
Corporation Second Amended and Restated By-Laws, effective as of February
8, 2008
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