8-K

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): May 20, 2015 (May 18, 2015)

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

(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))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with its first quarter results, on April 16, 2015, Celanese Corporation (the “Company”) announced that the Company had been re-aligned around two value drivers, the Acetyls Chain, which includes the Company’s Acetyl Intermediates and Industrial Specialties segments, and Materials Solutions, which includes the Company’s Advanced Engineered Materials and Consumer Specialties segments. On May 20, 2015, the Company announced that it had appointed Patrick D. Quarles and Scott M. Sutton to serve as Executive Vice President and President, Acetyls Chain and Integrated Supply Chain (“Acetyls President”) and Executive Vice President and President, Materials Solutions, respectively, effective June 1, 2015 (the “Effective Date”).

Mr. Quarles, 48, has 25 years of experience in the chemical industry. For the past 17 years, Mr. Quarles held various management positions of increasing responsibility at LyondellBasell Industries, including most recently serving as Executive Vice President of the Intermediates and Derivatives segment and the Supply Chain and Procurement functions. Mr. Sutton, 51, has 25 years of experience in the chemical industry. He joined the Company in August 2013. Mr. Sutton most recently served as the Company’s Co-Lead, Materials Solutions, Vice President and General Manager, Engineered Materials and Vice President of Supply Chain, with overall accountability for global manufacturing and capital. Prior thereto, he was the Company’s Vice President of acetic acid and anhydride. Prior to joining the Company, Mr. Sutton was the President and General Manager of Chemtura Agrosolutions, a division of Chemtura Corporation, from February 2011 until July 2013. Mr. Sutton also served as the Business Manager of tank construction for Landmark Structures from August 2008 until January 2011. Prior thereto, Mr. Sutton held positions of increasing responsibility with Albemarle Corporation.

Mr. Quarles and the Company entered into a letter agreement, dated May 18, 2015, describing certain terms of his employment, including base salary, annual bonus opportunity, initial equity awards and long-term incentive awards, all as further described below. Mr. Quarles will receive an annual salary of $600,000. Pursuant to the Company’s 2015 annual performance bonus plan, Mr. Quarles will have an opportunity to earn an annual cash incentive award for 2015 with a target value equal to 80% of his respective eligible earnings. Similar to other senior executives within the Company, the actual award can range from 0% to 300% of the target value of his eligible earnings, with 0% to 200% based on business performance modifiers and 0% to 150% based on an individual performance modifier. In addition, as an inducement to Mr. Quarles accepting the Acetyls President position and to further align his interests with those of our stockholders, he will be entitled to an equity award of time-vesting restricted stock units (“RSUs”) with a grant date fair value equal to approximately $3,000,000. The RSUs will be granted pursuant to the terms of the Company’s 2009 Global Incentive Plan as of the Effective Date. One-third of the RSUs will vest each year for three successive years beginning on the grant date. Mr. Quarles will also be eligible for long-term incentive compensation in the form of annual grants of equity awards under the Company’s Long-Term Incentive Program. The annual grants will be subject to the Executive Vice President-level hold requirements in effect at the time of the grant. Mr. Quarles’ initial annual grant, a performance-vesting restricted stock unit like other senior executives, will have an aggregate target value of $1,200,000 as of the Effective Date.

In addition, Mr. Quarles and Mr. Sutton will be eligible for severance benefits under the Company’s Executive Severance Plan, which provides a lump sum payment in the case of a termination without cause that is not covered by the Change-in-Control Agreement discussed below equal to a 1.5 multiple of base salary and bonus.

Mr. Quarles will also be eligible to enter into the Company’s standard form of Change-in-Control Agreement for senior executives, which provides a lump sum payment in the case of a termination of employment without cause (or a termination by the executive with good reason as defined in the Change-in-Control Agreement) within two years after a change-in-control of two times the sum of (i) the executive’s then annualized base pay and (ii) the higher of such executive’s most recent target bonus and the average of such executive’s cash bonuses for the most recent three years, plus medical coverage for two years following termination. There is no tax gross-up, and Mr. Quarles may be required to accept lesser benefits upon a change-in-control, if necessary to eliminate certain excise taxes, assuming a reduction in these benefits would result in a greater after tax amount. The Change-in-Control Agreement contains certain non-compete and non-solicit provisions that are in effect for two years following termination.

Mr. Quarles will be entitled to vacation, relocation assistance (as offered to all new employees) and other employee benefits under standard Company policies.

The Company has not entered into an employment agreement with Mr. Quarles or Mr. Sutton, and there are no arrangements or understandings between Mr. Quarles or Mr. Sutton and any other person pursuant to which he was appointed as an executive officer of the Company. Additionally, there are no family relationships between Mr. Quarles or Mr. Sutton and any director or executive officer of the Company.

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A copy of the press release issued on May 20, 2015 announcing Mr. Quarles’ and Mr. Sutton’s appointments is furnished as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

Exhibit Number
	Description
99.1	Press Release dated May 20, 2015.

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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/ James R. Peacock III
Name:	James R. Peacock III
Title:	Vice President, Deputy General Counsel and Corporate Secretary
Date:	May 20, 2015

INDEX TO EXHIBITS

Exhibit Number
	Description
99.1	Press Release dated May 20, 2015.

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EX-99.1

Exhibit 99.1

Celanese Corporation

222 West Las Colinas Blvd.

Suite 900N

Irving, Texas 75039

News Release

Celanese Names Presidents of Acetyl Chain and

Materials Solutions Business Units

New leadership to drive value creation across core businesses

DALLAS (May 20, 2015) - Celanese Corporation (NYSE: CE), a global technology and specialty materials company, today announced the appointment of Pat Quarles as executive vice president and president, Acetyl Chain and Integrated Supply Chain, and Scott Sutton as executive vice president and president, Materials Solutions, effective June 1, 2015. Both executives will report to Celanese chairman and chief executive officer Mark Rohr.

Mr. Rohr said, “Over the last several years, we have driven record earnings by maximizing our ability to create value across our core businesses. We have taken steps to align the company along two key value drivers, while at the same time leveraging the benefits of integrated systems, technologies, production assets and research resources. This allows Celanese to be more responsive to market needs while operating at lower costs than our competitors. Pat and Scott bring strong leadership and unique skills that strengthen our core value drivers and enhance our ability to create further gains in efficiency and greater value for Celanese, its employees and shareholders.”

Acetyl Chain: an integrated chemical value chain

Pat Quarles joins Celanese as president, Acetyl Chain and Integrated Supply Chain. Mr. Quarles has 25 years of experience in the chemicals industry, including 17 years at LyondellBasell Industries. Most recently, Pat was leading LyondellBasell’s Intermediates & Derivatives business.

As president of the Acetyl Chain, Mr. Quarles will be responsible for leading his team in producing high-quality products and strengthening Celanese’s process technology. He will also be accountable for productivity, sustained performance improvement and development of the Acetyl Chain leadership team and businesses, which include intermediate chemistry, emulsion polymers and EVA polymers.

Materials Solutions: specialty chemistry and polymer technology

Scott Sutton, who joined Celanese in 2013, will assume the role of president of Materials Solutions. Mr. Sutton is currently vice president and general manager of the engineered materials business of Celanese. He also served previously as vice president of Supply Chain with accountability for global manufacturing and capital projects. Prior to that, he served as vice president of acetic acid and anhydride for Celanese. Mr. Sutton has 25 years of experience in the industry serving in leadership roles also with Chemtura Corporation and Albemarle Corporation.

As president of Materials Solutions, Mr. Sutton will drive the development of new products and technologies that connect Celanese to growing market needs. He will continue to lead the organization’s focus on the commercialization of innovative specialty products tailored to the needs of customers across the Materials Solutions businesses - engineered materials, cellulose derivatives and food ingredients.

Commenting on these appointments, Mr. Rohr continued: “With the addition of these president roles, Celanese is positioned with strong leadership at each level of the organization. Pat and Scott bring significant skills and solid

track records of success that will help Celanese grow and prosper, and I look forward to working with both of them as we execute on Celanese’s strategic goals.”

For additional information on Mr. Quarles and Mr. Sutton, please visit the “Leadership” page on www.Celanese.com at http://celanese.com/About-Us/Leadership.aspx.

About Celanese

Celanese Corporation is a global technology leader in the production of differentiated chemistry solutions and specialty materials used in most major industries and consumer applications. With sales almost equally divided between North America, Europe and Asia, the company uses the full breadth of its global chemistry, technology and business expertise to create value for customers and the corporation. Celanese partners with customers to solve their most critical needs while making a positive impact on its communities and the world. Based in Dallas, Texas, Celanese employs approximately 7,500 employees worldwide and had 2014 net sales of $6.8 billion. For more information about Celanese Corporation and its product offerings, visit www.celanese.com or our blog at www.celaneseblog.com.

All registered trademarks are owned by Celanese International Corporation or its affiliates.

Forward-Looking Statements

This release may contain “forward-looking statements,” which include information concerning the company's plans, products, objectives, goals, strategies, future revenues or performance, capital expenditures, and other information that is not historical information. When used in this release, the words “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “may,” “can,” “could,” “would,” “might,” “will” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the company will realize these benefits or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in this release. These risks and uncertainties include, among other things: changes in general economic, business, political and regulatory conditions; changes in the price and availability of raw materials; the introduction of competing products by other companies; market acceptance of our products; changes in the degree of intellectual property and other legal protection afforded to our products and processes; the impact of technological developments and competition; adoption of new or different industry or regulatory standards; unanticipated operational or commercial difficulties, including failure of facilities or processes or products to be designed or constructed, or to operate, in accordance with specifications or expectations;  the ability to achieve and maintain plant utilization; ability of third parties, including our commercial partners, suppliers or others, to comply with their commitments to us; increased costs under existing or future environmental regulations, including those relating to climate change; potential liability resulting from pending or future litigation, or from changes in the laws, regulations or policies of governments or other governmental activities in the countries in which we operate; and various other factors discussed from time to time in the company's filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

Celanese Contacts:

Investor Relations	Media Relations - Global	Media Relations Europe (Germany)
Jon Puckett	W. Travis Jacobsen	Jens Kurth
+1 972 443 4965	+1 972 443 3750	+49(0)69 45009 1574
jon.puckett@celanese.com	william.jacobsen@celanese.com	j.kurth@celanese.com