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): October 5, 2018 (October 4, 2018)

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)	(I.R.S. Employer Identification No.)
222 W. Las Colinas Blvd., Irving, Texas		75039
(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:

¨ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

(d) On October 4, 2018, the Board of Directors (the “Board”) of Celanese Corporation (the “Company”) increased the size of the Board from eight to nine members and elected Kim K. W. Rucker a member of the Board, effective October 5, 2018, to fill the vacancy. There are no arrangements or understandings between Ms. Rucker and any other person pursuant to which she was elected as director.

Consistent with the compensation provided to all non-management directors, Ms. Rucker will receive an annual director retainer fee of $105,000 in cash and $150,000 in time-vesting restricted stock units, to be pro-rated accordingly from the effective date of her election. The initial restricted stock units will vest in full on April 20, 2019. In addition, in accordance with Company policy, Ms. Rucker will be reimbursed for actual expenses incurred on behalf of the Company.

Ms. Rucker has been elected to serve on the Board until the Company's 2019 Annual Meeting of Stockholders to be held on or about April 18, 2019 at which time she will be a nominee for election by the Company's stockholders. Initially, Ms. Rucker will serve as a member of the Audit Committee and the Environmental, Health, Safety, Quality and Public Policy Committee.

A copy of the press release announcing Ms. Rucker’s election is filed hereto as Exhibits 99.1 and incorporated by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number
	Description
99.1	Press Release dated October 4, 2018

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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:	October 5, 2018

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EX-99.1

Exhibit 99.1

Celanese Corporation

222 West Las Colinas Blvd.

Suite 900N

Irving, Texas 75039

Kim K.W. Rucker Elected to Celanese Board of Directors

DALLAS (October 4, 2018) - Celanese Corporation (NYSE: CE) today announced that Kim K.W. Rucker has been elected to the company’s Board of Directors. Formerly the executive vice president, general counsel and secretary of Andeavor (Tesoro Corp.), a premier highly integrated marketing, logistics and refining company. Kim is beginning her Celanese Board service immediately.

“Kim’s career experiences are impressive, and we’re delighted to welcome her to the Board and Celanese. Her leadership skills, keen insights on the importance of culture, corporate governance and oversight of companies undergoing tremendous growth complement our work, and we look forward to benefiting from her expertise and experience,” said Mark Rohr, Chairman and Chief Executive Officer.

Before joining Andeavor, Kim served as EVP of corporate and legal affairs, general counsel and secretary at Kraft Foods Group. Prior to Kraft, Kim held a number of senior level positions at Avon Products and Energy Future Holdings that include general counsel, secretary, compliance officer and governance officer. This extensive background enabled her to cultivate a breadth of valuable business, leadership and corporate governance experience. Kim began her legal career at Sidley Austin LLP in Chicago.

Kim currently serves on corporate boards at Marathon Petroleum Corporation and Lennox International Inc. She is also a member of the board of trustees and the International Committee at Johns Hopkins Medicine. Kim earned a B.B.A. in economics from the University of Iowa, a J.D. from Harvard Law School, and a Master in Public Policy from the John F. Kennedy School of Government at Harvard University.

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. Our businesses use the full breadth of Celanese's global chemistry, technology and commercial expertise to create value for our customers, employees, shareholders and the corporation. As we partner with our customers to solve their most critical business needs, we strive to make a positive impact on our communities and the world through The Celanese Foundation. Based in Dallas, Celanese employs approximately 7,700 employees worldwide and had 2017 net sales of $6.1 billion. For more information about Celanese Corporation and its product offerings, visit www.celanese.com or our blog at www.celaneseblog.com.

Celanese Contacts:

Investor Relations	Media Relations - Global	Media Relations Asia (Shanghai)	Media Relations Europe (Germany)
Surabhi Varshney	W. Travis Jacobsen	Helen Zhang	Jens Kurth
+1 972 443 3078	+1 972 443 3750	+86 21 3861 9279	+49(0)69 45009 1574
surabhi.varshney@celanese.com	william.jacobsen@celanese.com	lan.zhang@celanese.com	j.kurth@celanese.com