Strong backing at Celanese (NYSE: CE) 2026 shareholder votes

Rhea-AI Filing Summary

Celanese Corporation reported the results of its 2026 Annual Meeting of Shareholders. Nine director nominees were elected to terms expiring at the 2027 annual meeting, each receiving strong support, with votes for individual nominees generally exceeding 91.6 million shares.

Shareholders ratified the selection of KPMG LLP as independent registered public accounting firm for 2026, with 97,496,875 votes for and limited opposition. An advisory vote on executive compensation also passed, receiving 91,098,487 votes for versus 1,766,137 against. Of 111,922,758 shares entitled to vote as of February 23, 2026, 99,090,064 were represented in person or by proxy, reflecting an 88.53% quorum.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares entitled to vote: 111,922,758 shares Shares represented: 99,090,064 shares Quorum percentage: 88.53% +4 more

7 metrics

Shares entitled to vote 111,922,758 shares Common stock outstanding and entitled to vote as of February 23, 2026

Shares represented 99,090,064 shares Shares voted in person or by proxy at 2026 Annual Meeting (88.53% quorum)

Quorum percentage 88.53% Portion of eligible shares represented at the 2026 Annual Meeting

Auditor ratification votes for 97,496,875 votes Votes for KPMG LLP as independent registered public accounting firm for 2026

Say-on-pay votes for 91,098,487 votes Advisory approval of executive compensation at 2026 Annual Meeting

Say-on-pay votes against 1,766,137 votes Opposing votes on advisory executive compensation resolution

Director example votes for 92,975,317 votes Votes for director nominee Scott A. Richardson

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote to approve executive compensation, Annual Meeting of Shareholders, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 5,767,284"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"selection of KPMG LLP as the Company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote to approve executive compensation financial

"an advisory vote to approve executive compensation"

Annual Meeting of Shareholders financial

"held its 2026 Annual Meeting of Shareholders (the "2026 Annual Meeting")"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

quorum financial

"A total of 99,090,064 shares were voted in person or by proxy (88.53% quorum)."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Understanding 8-K Material Events →

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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): April 17, 2026 (April 16, 2026)

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)

(IRS Employer Identification No.)

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

N/A

(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:

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share			CE			The New York Stock Exchange
4.777% Senior Notes due 2026			CE /26A			The New York Stock Exchange
2.125% Senior Notes due 2027			CE /27			The New York Stock Exchange
0.625% Senior Notes due 2028			CE /28			The New York Stock Exchange
5.337% Senior Notes due 2029			CE /29A			The New York Stock Exchange
5.000% Senior Notes due 2031			CE /31			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07 Submission of Matters to a Vote of Security Holders.

On April 16, 2026, Celanese Corporation (the "Company") held its 2026 Annual Meeting of Shareholders (the "2026 Annual Meeting"). The Company’s shareholders were asked to consider and vote upon the following proposals: (1) election of nine directors to the Board to serve for a term that expires at the annual meeting of shareholders in 2027 and until their successors are duly elected and qualified or their earlier resignation or retirement; (2) ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2026; and (3) an advisory vote to approve executive compensation.

As of the 2026 Annual Meeting record date of February 23, 2026, there were 111,922,758 shares of the Company’s Common Stock issued and outstanding and entitled to be voted at the 2026 Annual Meeting, if represented in person or by proxy at the 2026 Annual Meeting. A total of 99,090,064 shares were voted in person or by proxy (88.53% quorum). For each proposal, the shareholder voting results were as follows:

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 2027 by the votes set forth in the table below.

Nominee						Voted For						Voted Against						Abstain						Broker Non-Votes
Bruce E. Chinn						92,896,915						383,914						41,951						5,767,284
Edward G. Galante						91,835,297						1,453,332						34,151						5,767,284
Kathryn M. Hill						92,251,703						1,037,212						33,865						5,767,284
Deborah J. Kissire						91,651,726						1,619,342						51,712						5,767,284
Michael Koenig						92,459,303						818,543						44,934						5,767,284
Christopher J. Kuehn						92,923,971						353,496						45,313						5,767,284
Ganesh Moorthy						91,621,989						1,630,880						69,911						5,767,284
Scott A. Richardson						92,975,317						316,320						31,143						5,767,284
Kim K.W. Rucker						92,042,488						1,235,878						44,414						5,767,284

2.    Ratification of the Selection of Independent Registered Public Accounting Firm. The selection of KPMG LLP as the Company’s independent registered public accounting firm for 2026 was ratified by the shareholders by the votes set forth in the table below.

Voted For						Voted Against						Abstain
97,496,875						1,556,077						37,112

3.    Advisory Vote to Approve Executive Compensation. 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
91,098,487						1,766,137						458,156						5,767,284

Item 9.01    Financial Statements and Exhibits

(d)     Exhibits.

Exhibit Number						Description
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101)

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/ ASHLEY B. DUFFIE
			Name:			Ashley B. Duffie
			Title:			Senior Vice President, General Counsel and Corporate Secretary
			Date:			April 17, 2026

3

FAQ

What did Celanese (CE) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on three main items: electing nine directors for terms expiring at the 2027 annual meeting, ratifying KPMG LLP as independent registered public accounting firm for 2026, and approving, on an advisory basis, the executive compensation program described in the company’s proxy statement.

How many Celanese (CE) shares were eligible and represented at the 2026 meeting?

A total of 111,922,758 common shares were issued, outstanding, and entitled to vote as of February 23, 2026. At the meeting, 99,090,064 shares were represented in person or by proxy, resulting in an 88.53% quorum for the shareholder votes.

Were all Celanese (CE) director nominees elected in 2026?

All nine director nominees were elected to the board for terms expiring at the 2027 annual meeting. Each nominee, including Bruce E. Chinn, Kim K.W. Rucker, and others, received substantially more votes for than against, with additional broker non-votes reported on each director proposal.

Did Celanese (CE) shareholders approve the company’s 2026 auditor selection?

Yes. Shareholders ratified the selection of KPMG LLP as Celanese’s independent registered public accounting firm for 2026. The auditor proposal received 97,496,875 votes for, 1,556,077 votes against, and 37,112 abstentions, indicating broad support for retaining KPMG LLP in this role.

How did Celanese (CE) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, the compensation of the company’s named executive officers. The say-on-pay proposal received 91,098,487 votes for, 1,766,137 votes against, 458,156 abstentions, and 5,767,284 broker non-votes, indicating a strong level of shareholder support for management’s pay program.

What level of shareholder support did Celanese (CE) directors generally receive?

Director nominees generally received over 91.6 million votes for, with relatively small numbers of votes against or abstentions. For example, nominee Scott A. Richardson received 92,975,317 votes for, 316,320 against, 31,143 abstentions, and 5,767,284 broker non-votes, reflecting strong shareholder backing.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 17.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 32.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 18.4 KB