6-K
Celestica Inc (CLS)
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of April, 2024
001-14832
(Commission File Number)
CELESTICA INC.
(Translation of registrant’s name into English)
5140 Yonge Street, Suite 1900
Toronto, Ontario
Canada M2N 6L7
(416) 448-5800
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F x | Form 40-F <br> ¨ |
|---|
Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Furnished Herewith (and incorporated by referenceherein)
| Exhibit No. | Description |
|---|---|
| 99.1 | Report of Voting Results from the Annual and Special Meeting of Shareholders held on April 25, 2024 |
| 99.2 | Press release, dated April 25, 2024 |
The information contained in Exhibits 99.1 and 99.2 of this Form 6-K is not incorporated by reference into any registration statement (or into any prospectus that forms a part thereof) filed by Celestica Inc. with the Securities and Exchange Commission.
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, thereunto duly authorized.
Date: April 25, 2024
| CELESTICA INC. | |
|---|---|
| By: | /s/ Douglas Parker |
| --- | --- |
| Douglas Parker | |
| Chief Legal Officer and Corporate Secretary |
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Report of Voting Results from the Annual and Special Meeting of Shareholders held on April 25, 2024 |
| 99.2 | Press release, dated April 25, 2024 |
Exhibit 99.1
Celestica Inc.
Annual and Special Meeting of Shareholders
April 25, 2024
REPORT OF VOTING RESULTS
National Instrument 51-102 – ContinuousDisclosure Obligations
Section 11.3
Matters Voted Upon
| Business<br><br> <br>**** | Outcome of Vote | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Election of each director nominee proposed in the Management Information Circular of the Company dated March 8, 2024, to hold office until the close of the next annual meeting of the Company’s shareholders or until the director’s successor is elected or appointed, unless such office is earlier vacated in accordance with the Company’s by-laws: | Each nominee was elected as a director of the Company. | |||||||||
| Nominee | Votes For | % Votes For | Votes Withheld | % Votes Withheld | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Kulvinder (Kelly) Ahuja | 83,255,455 | 99.19 | % | 676,581 | 0.81 | % | ||||
| Robert A. Cascella | 79,234,911 | 94.40 | % | 4,697,125 | 5.60 | % | ||||
| Deepak Chopra | 82,921,882 | 98.80 | % | 1,010,154 | 1.20 | % | ||||
| Françoise Colpron | 83,017,909 | 98.91 | % | 914,127 | 1.09 | % | ||||
| Jill Kale | 83,125,894 | 99.04 | % | 806,142 | 0.96 | % | ||||
| Laurette T. Koellner | 77,101,548 | 91.86 | % | 6,830,487 | 8.14 | % | ||||
| Robert A. Mionis | 83,851,612 | 99.90 | % | 80,423 | 0.10 | % | ||||
| Luis A. Müller | 82,909,580 | 98.78 | % | 1,022,456 | 1.22 | % | ||||
| Michael M. Wilson | 81,673,082 | 97.31 | % | 2,258,954 | 2.69 | % | ||||
| 2. Appointment of KPMG LLP as the auditor of the Company, to hold office until the close of the next annual meeting of the Company’s shareholders or until its successor is duly appointed. | Approved. | |||||||||
| --- | --- | --- | --- | |||||||
| Votes For | % Votes For | Votes Withheld | % Votes Withheld | |||||||
| 88,267,283 | 95.73% | 3,938,734 | 4.27% | |||||||
| Business | Outcome of Vote | |||||||||
| --- | --- | --- | --- | |||||||
| 3. Authorization of the Company’s board of directors to fix the remuneration to be paid to the Company’s auditor. | Approved. | |||||||||
| Votes For | % Votes For | Votes Against | % Votes Against | |||||||
| 90,075,981 | 97.69% | 2,130,037 | 2.31% | |||||||
| 4. Approval of advisory resolution on the Company’s approach to executive compensation. | Approved. | |||||||||
| Votes For | % Votes For | Votes Against | % Votes Against | |||||||
| 78,475,630 | 93.50% | 5,459,992 | 6.50% | |||||||
| 5. Approval of the articles of amendment removing provisions concerning the Company’s multiple voting shares and redesignating the Company’s subordinate voting shares as common shares. | Approved. | |||||||||
| Votes For | % Votes For | Votes Against | % Votes Against | |||||||
| 83,815,810 | 99.86% | 119,813 | 0.14% | |||||||
| 6. Confirmation of the amendment and restatement of the Company’s by-law 1 to remove the Canadian residency requirements for directors. | Confirmed. | |||||||||
| Votes For | % Votes For | Votes Against | % Votes Against | |||||||
| 83,805,819 | 99.85% | 129,782 | 0.15% |
Exhibit 99.2
| FOR IMMEDIATE RELEASE | April 25, 2024 |
|---|
Celestica AnnouncesElection of Directors
and Approvalto Proceed with Share Reclassification
TORONTO, Canada
- Celestica Inc. (NYSE, TSX: CLS), a leader in design, manufacturing and supply chain solutions for the world’s most innovative companies, today announced, in accordance with the requirements of the Toronto Stock Exchange, that the nominees listed in its management information circular were elected as directors of the company at its Annual and Special Meeting of Shareholders held earlier today.
On a vote by ballot, each of the following nine nominees proposed by management was elected as a director of Celestica:
| Nominee | Votes<br> For | %<br> Votes For | Votes<br> Withheld | %<br> Votes Withheld | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Kulvinder (Kelly) Ahuja | 83,255,455 | 99.19 | % | 676,581 | 0.81 | % | ||||
| Robert A. Cascella | 79,234,911 | 94.40 | % | 4,697,125 | 5.60 | % | ||||
| Deepak Chopra | 82,921,882 | 98.80 | % | 1,010,154 | 1.20 | % | ||||
| Françoise Colpron | 83,017,909 | 98.91 | % | 914,127 | 1.09 | % | ||||
| Jill Kale | 83,125,894 | 99.04 | % | 806,142 | 0.96 | % | ||||
| Laurette T. Koellner | 77,101,548 | 91.86 | % | 6,830,487 | 8.14 | % | ||||
| Robert A. Mionis | 83,851,612 | 99.90 | % | 80,423 | 0.10 | % | ||||
| Luis A. Müller | 82,909,580 | 98.78 | % | 1,022,456 | 1.22 | % | ||||
| Michael M. Wilson | 81,673,082 | 97.31 | % | 2,258,954 | 2.69 | % |
Celestica also announced that the resolution regarding the articles of amendment removing provisions concerning Celestica’s multiple voting shares and redesignating Celestica’s subordinate voting shares as common shares was approved at the Annual and Special Meeting of Shareholders. Celestica will be proceeding with the removal of the multiple voting shares and with the reclassification of the subordinate voting shares to common shares.
About Celestica
Celestica enables the world's best brands. Through our recognized customer-centric approach, we partner with leading companies in Aerospace and Defense, Communications, Enterprise, HealthTech, Industrial, and Capital Equipment to deliver solutions for their most complex challenges. As a leader in design, manufacturing, hardware platform and supply chain solutions, Celestica brings global expertise and insight at every stage of product development - from the drawing board to full-scale production and after-market services. With talented teams across North America, Europe and Asia, we imagine, develop and deliver a better future with our customers. For more information on Celestica, visit www.celestica.com. Our securities filings can be accessed at www.sedarplus.com and www.sec.gov.
Contacts:
| Celestica Global Communications | Celestica Investor Relations |
|---|---|
| (416) 448-2200 | (416) 448-2211 |
| [email protected] | [email protected] |