Celanese Corporation Proactively Undertakes Governance Initiatives
OREANDA-NEWS. Celanese Corporation (NYSE:CE), a global technology and specialty materials company, today announced that its Board of Directors proactively adopted amendments to the company’s by-laws to, among other things, enable eligible stockholders to include qualifying director nominees in the company’s proxy materials for its annual meeting of stockholders. Under the amendments, effective February 8, 2016, a stockholder, or a group of up to 20 stockholders, owning at least three percent of the company's outstanding common stock continuously for at least three years may submit director nominees for up to the greater of two directors or 20 percent of the board, subject to the terms and conditions specified in the by-laws. The company will file with the Securities and Exchange Commission a copy of its amended and restated by-laws on Form 8-K.
Separately, the company also today announced that it intends to include a proposal to proactively transition to an annually elected board in its next proxy statement. The proposal, which was approved by the company’s board, is subject to stockholder approval at the 2016 annual meeting. Currently, the board is divided into three classes, each of which is elected for a three-year term. If the proposal is approved by the company’s stockholders, the board will transition to annual elections via a phase-in approach beginning with the company’s 2017 annual meeting. The full text of the proposal will be included in the company’s proxy statement to be filed with the Securities and Exchange Commission in March 2016.
“Celanese is committed to effective corporate governance,” said Mark Rohr, Celanese chairman and chief executive officer. “Both management and the Board regularly evaluate and consider matters relating to our corporate governance profile. Based on our ongoing assessment of governance best practices and discussions with our stockholders, we have determined that it is in our stockholder’s best interest to proactively undertake these governance initiatives. We will continue to monitor, and assess the value of, corporate governance developments.”