Celanese (CE) Proxy Filing summary

Executive summary

• Board and management focused on long-term shareholder value, financial flexibility, and strategic transformation, including divestitures and capital allocation priorities.

• CEO emphasized operational excellence, cost discipline, and free cash flow as key financial objectives, with targeted portfolio actions to accelerate deleveraging.

• Board refreshment continued, adding directors with diverse skills and recent C-suite experience, and maintaining a balance of tenure and expertise.

• Active shareholder engagement addressed board leadership, governance, compensation alignment, and sustainability.

Voting matters and shareholder proposals

• Shareholders will vote on the election of nine directors, ratification of KPMG LLP as independent auditor for 2026, and an advisory say-on-pay vote on executive compensation.

• Board recommends voting FOR all director nominees, auditor ratification, and executive compensation approval.

• Proxy access allows shareholders with 3% ownership for 3 years to nominate up to 2 directors or 20% of the board.

Board of directors and corporate governance

• Board consists of nine nominees, eight of whom are independent; independent Chair and CEO roles are separated.

• Board committees include Audit, Compensation and Management Development, Nominating and Corporate Governance, Stewardship, and Finance and Business Review.

• Annual board and committee self-evaluations, majority voting standard, and no mandatory term limits.

• Director compensation includes cash and equity, with robust stock ownership guidelines and annual reviews.