Celanese Corp
For the period ended May 13, 2024. Filed Mar 21, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 13, 2024 · Filed Mar 21, 2024
CE$46.49-2.8%Stored close · as of Nov 6, 2026
Contents
Performance Highlights
Proxy Summary
| Performance Highlights | ||||
| Business Performance in 2023 (see page 52 for more information on our controllable actions to drive performance) | ||||
| ü | We reported 2023 net sales of $10,940 million, 13% higher than our previous record in 2022. | |||
| ü | Our overall earnings results in 2023 consisted of: | |||
| t | GAAP diluted earnings per share of $18.00, and Adjusted EPS(1) of $8.92; and | |||
| t | Net earnings of $1,960 million and Operating EBITDA(1) of $2,444 million. | |||
| ü | We generated record operating cash flow of $1,899 million and record free cash flow(1) of $1,320 million, allowing us to exceed our 2023 deleveraging goals. | |||
| Strengthening our Foundation for Earnings Growth and Long-Term Shareholder Value | ||||
| ü | We have worked to improve our global manufacturing footprint to enhance our competitiveness and drive future earnings – bringing our Clear Lake acetic acid expansion closer to commissioning and taking actions to optimize the footprint and cost base of our Engineered Materials business. | Net Sales ($Bn) | ||
| ü | In 2023 we demonstrated a focused commitment to stewardship of our operations through enhanced collaboration, communications and alignment across our organization, resulting in significantly improved year-over-year performance in environmental, process safety and people safety metrics. | |||
| ü | During 2023 and early 2024, we executed a transformational upgrade to our company-wide enterprise resource planning system and integrated the M&M business into it, to drive productivity and enable us to unlock additional synergy opportunities. | |||
| ü | Our free cash flow generation, together with cash proceeds from the formation of the Nutrinova joint venture, enabled us to meaningfully exceed our full-year 2023 net debt reduction objectives. | One, Three and Five Year Total Shareholder Return (TSR) | ||
| (as of year-end 2023) | ||||
| Celanese | ||||
| Dow Jones (US) Chemicals Index | ||||
| Proxy Item No. 3Advisory Approval of Executive Compensation | ü The Board recommends a vote FOR this proposalOur Board recommends that shareholders vote “FOR” the advisory approval of the compensation of our named executive officers (“NEOs” or “named executive officers”) for the 2023 performance year.à See “Item 3: Advisory Approval of Executive Compensation” and “Compensation Discussion and Analysis” beginning on page 52 of this Proxy Statement. | |||
| Additional Information | ||||
| Please see “Questions and Answers” beginning on page 97 for important information about the proxy materials, voting, the Annual Meeting, Company documents, communications and the deadlines to submit shareholder proposals for the 2024 Annual Meeting. | ||||
| (1) Adjusted earnings per share, operating EBITDA and free cash flow are non-U.S. GAAP financial measures. See “Exhibit A” for information concerning these measures including a definition and a reconciliation to the most comparable U.S. GAAP financial measure. | ||||
Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 7
Proxy Summary
| Corporate Governance Highlights | |
| Our Corporate Governance Policies Reflect Best Practices | |
| We are committed to good corporate governance, which promotes the long-term interests of shareholders, strengthens Board and management accountability and helps to build public trust in the Company. | |
| IndependentOversight | ● 9 of 10 director nominees are independent (all except for the CEO)● Lead Independent Director with clearly defined and robust responsibilities● Regular executive sessions of independent directors at Board meetings (chaired by the Lead Independent Director) and Committee meetings (chaired by independent Committee chairs)● 100% independent Board Committees● Active Board oversight of the Company’s strategy, risk management and sustainability efforts |
| BoardRefreshment | ● Comprehensive, ongoing Board succession planning process● Regular Board refreshment and mix of tenure of directors (eight of our nominees joined after the beginning of 2015, six since the beginning of 2018 and three since the beginning of 2022)● Annual Board and Committee assessments including performance evaluation of individual directors● Focus on diversity (3 of the Board’s 4 committees are chaired by women, who are also independent directors); 6 of 10 director nominees are women, or racially or ethnically diverse)● Retirement age of 75 |
| ShareholderRights | ● Annual election of all directors● Majority-vote and director resignation policy for directors in uncontested elections● Proxy access right for shareholders (3% ownership threshold continuously for 3 years / 2 director nominees or 20% of the Board / 20 shareholder aggregation limit)● Directors may be removed by shareholders with or without cause ● One class of outstanding shares with each share entitled to one vote● No poison pill |
| Good GovernancePractices | ● Prohibition on hedging or pledging Company stock● Comprehensive clawback policies● Rigorous director and executive stock ownership requirements● Active shareholder engagement program● Global Code of Conduct applicable to directors and all employees with annual compliance certification● Political activities disclosures on our website● Longstanding commitment to corporate responsibility |
| Proxy Item No. 2Ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year ending December 31, 2024 | ü The Board recommends a vote FOR this proposalThe Audit Committee and the Board believe that the continued retention of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 is in the best interests of the Company and its shareholders. As a matter of good corporate governance, shareholders are being asked to ratify the Audit Committee’s selection of the independent registered public accounting firm for 2024.à See “Audit Matters” beginning on page 47 of this Proxy Statement for additional information. |
| Proxy Item No. 4Approve an amendment to our Certificate of Incorporation to provide for officer exculpation and indemnification under Delaware Law | ü The Board recommends a vote FOR this proposalThe Board believes that providing protection from certain liabilities to certain officers, similar to the protection from certain liabilities that the Company currently provides to directors, is in the best interests of the Company and its shareholders. The Board believes that, without this amendment, officer candidates may be discouraged from joining or continuing to serve the Company.à See “Item 4: Approval of the Amendment to our Certificate of Incorporation to Provide for Officer Exculpation and Indemnification under Delaware Law” beginning on page 94 of this Proxy Statement for additional information. |
Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 8
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.