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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 March, 2019

001-14832
(Commission File Number)



CELESTICA INC.
(Translation of registrant's name into English)



844 Don Mills Road
Toronto, Ontario
Canada M3C 1V7
(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:

        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): o

        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): o

   



Furnished Herewith (and incorporated by reference herein)

Exhibit No.
  Description
99.1   Notice of Meeting and Management Information Circular for the April 25, 2019 Annual Meeting of Shareholders

99.2

 

Form of Proxy (Multiple Voting Shares)

99.3

 

Form of Proxy (Subordinate Voting Shares)

99.4

 

Voting Instruction Form for US beneficial holders

99.5

 

Voting Instruction Form for Canadian beneficial holders

99.6

 

Request card for both US and Canadian registered holders

99.7

 

2018 Letter to Shareholders

        The information contained in 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.

    CELESTICA INC.

Date: March 11, 2019

 

By:

 

/s/ ELIZABETH L. DELBIANCO

Elizabeth L. DelBianco
        Chief Legal and Administrative Officer


EXHIBIT INDEX

Exhibit No.
  Description
99.1   Notice of Meeting and Management Information Circular for the April 25, 2019 Annual Meeting of Shareholders

99.2

 

Form of Proxy (Multiple Voting Shares)

99.3

 

Form of Proxy (Subordinate Voting Shares)

99.4

 

Voting Instruction Form for US beneficial holders

99.5

 

Voting Instruction Form for Canadian beneficial holders

99.6

 

Request card for both US and Canadian registered holders

99.7

 

2018 Letter to Shareholders



QuickLinks

Furnished Herewith (and incorporated by reference herein)
SIGNATURES
EXHIBIT INDEX

Table of Contents


Exhibit 99.1





LOGO




NOTICE OF MEETING
AND
MANAGEMENT INFORMATION
CIRCULAR

 

FOR THE ANNUAL MEETING
OF SHAREHOLDERS


TO BE HELD ON
APRIL 25, 2019



 


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LOGO

INVITATION TO SHAREHOLDERS

On behalf of the Board of Directors, management and employees of Celestica Inc. (the "Corporation"), it is our pleasure to invite you to join us at the Corporation's Annual Meeting of Shareholders to be held on Thursday, April 25, 2019 at 9:30 a.m. EDT at the TMX Broadcast Centre, The Exchange Tower, 130 King Street West, Toronto, Ontario.

The items of business to be considered and voted upon by shareholders at this meeting are described in the Notice of Annual Meeting and the accompanying Management Information Circular.

You can find further information concerning the Corporation on our website: www.celestica.com. We encourage you to visit our website before attending the meeting, as it provides useful information regarding the Corporation.

Your participation at this meeting is important. We encourage you to exercise your right to vote, which can be done by following the instructions provided in the Management Information Circular and accompanying form of proxy.

After the meeting, Robert A. Mionis, President and Chief Executive Officer, and Mandeep Chawla, Chief Financial Officer, will provide a report on the Corporation's affairs. You will also have the opportunity to ask questions and to meet the Corporation's Board of Directors and executive officers.

Yours sincerely,


GRAPHIC

GRAPHIC
William A. Etherington
Chair of the Board
Robert A. Mionis
President and Chief Executive Officer

 


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Your Vote Is Important

Registered Shareholders

You are a registered shareholder if your shares are registered directly in your name with our registrar and transfer agent, Computershare Investor Services Inc. ("Computershare"). You will have received from Computershare a form of proxy which accompanied your Management Information Circular. Complete, sign, date and mail your form of proxy to Computershare in the envelope provided or follow the instructions provided on the form of proxy to vote by telephone or internet. For instructions regarding how to vote in person at the meeting if you are a registered shareholder, see Questions and Answers on Voting and Proxies — How Do I Exercise My Vote (and by When) If I am a Registered Shareholder?

Non-Registered Shareholders

You are a non-registered shareholder (or beneficial owner) if your shares are held in the name of a nominee (such as a securities broker, trustee or other financial institution). You will have received from your nominee a request for voting instructions which accompanied your Management Information Circular. Alternatively, your nominee may have provided you with a form of proxy. Follow the instructions on your voting instruction form or the form of proxy provided to you to vote by telephone or internet, or complete, sign, date and mail the voting instruction form or the form of proxy provided to you in the envelope provided. For instructions regarding how to vote in person at the meeting if you are a non-registered shareholder, see Questions and Answers on Voting and Proxies — How Do I Vote if I am a Non-Registered Shareholder?


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TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF CELESTICA INC. i
   
MANAGEMENT INFORMATION CIRCULAR 1
   
    Questions and Answers on Voting and Proxies 1
    Principal Holders of Voting Shares 5
        Agreement for the Benefit of Holders of SVS 5
    Information Relating to Our Directors 6
        Election of Directors 6
        Director Compensation 14
        Directors' Fees Earned in 2018 15
        Directors' Ownership of Securities 17
        Attendance of Directors at Board and Committee Meetings 20
    Information about our Auditor 21
    Say-On-Pay 22
    2018 Voting Results 22
    Compensation Committee 23
    Compensation Committee Letter to Shareholders 24
    Compensation Discussion and Analysis 28
        Note Regarding Non-IFRS Measures 28
        Compensation Objectives 29
        Anti-Hedging and Anti-Pledging Policy 35
        "Clawback" Provisions 36
        Compensation Elements for the Named Executive Officers 36
        2018 Compensation Decisions 41
        Realized and Realizable Compensation 48
    Compensation of Named Executive Officers 50
        Summary Compensation Table 50
        Option-Based and Share-Based Awards 52
        Securities Authorized for Issuance Under Equity Compensation Plans 54
        Equity Compensation Plans 54
        Pension Plans 57
        Termination of Employment and Change in Control Arrangements with Named Executive Officers 58
        Performance Graph 62
    Executive Share Ownership 63
    Indebtedness of Directors and Officers 64
    Directors, Officers and Corporation Liability Insurance 64
    Statement of Corporate Governance Practices 64
    Other Matters 65
    Requests for Documents 65
    Certificate 65
   
    Schedule A — Statement of Corporate Governance Practices A-1
    Schedule B — Board of Directors Mandate B-1

 


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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF CELESTICA INC.

The Annual Meeting of Shareholders (the "Meeting") of CELESTICA INC. (the "Corporation" or "Celestica") will be held at the TMX Broadcast Centre, The Exchange Tower, 130 King Street West, Toronto, Ontario on Thursday the 25th day of April, 2019 at 9:30 a.m. EDT for the following purposes:

Shareholders are invited to vote at the Meeting by completing, signing, dating and returning the accompanying form of proxy by mail or by following the instructions for voting by telephone or internet in the accompanying form of proxy, whether or not they are able to attend personally.

Only shareholders of record at the close of business on March 8, 2019 will be entitled to vote at the Meeting.

 

DATED at Toronto, Ontario this 7th day of March, 2019.

By Order of the Board of Directors

GRAPHIC

Elizabeth L. DelBianco
Chief Legal and Administrative Officer
and Corporate Secretary

Note: If you are a new shareholder or a shareholder who did not elect to receive a copy of our 2018 Annual Report, you can view that report on our website at www.celestica.com or under our profile at www.sedar.com. If you wish to receive a hard copy of the report, please contact us at clsir@celestica.com.

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LOGO

CELESTICA INC.
844 Don Mills Road
Toronto, Ontario, Canada M3C 1V7

MANAGEMENT INFORMATION CIRCULAR

In this Management Information Circular (the "Circular"), unless otherwise noted, all information is given as of February 13, 2019 and all dollar amounts are expressed in United States dollars. Unless stated otherwise, all references to "U.S.$" or "$" are to U.S. dollars and all references to "C$" are to Canadian dollars. Unless otherwise indicated, any reference in this Circular to a conversion between U.S.$ and C$ is a conversion at the average of the exchange rates in effect for 2018. During that period, based on the relevant 2018 noon buying rates in New York City for cable transfers in Canadian dollars, as certified for customs purposes by the Board of Governors of the U.S. Federal Reserve System, the average exchange rate was $1.00 = C$1.2957.

QUESTIONS AND ANSWERS ON VOTING AND PROXIES
Q.
WHAT DECISIONS WILL I BE ASKED TO MAKE?

A.
Shareholders will be voting on the following matters: the election of each individual director to the Board of Directors of the Corporation (the "Board" or the "Board of Directors") for the ensuing year, the appointment of an auditor for the Corporation for the ensuing year, authorization of the Board to fix the auditor's remuneration, an advisory resolution on the Corporation's approach to executive compensation, and any other matters as may properly be brought before the Meeting.
Q.
WHO IS SOLICITING MY PROXY?

A.
The Corporation's management is soliciting your proxy.    All associated costs of solicitation will be borne by the Corporation. The solicitation will be primarily by mail, but proxies may also be solicited personally by regular employees of the Corporation for which no additional compensation will be paid. The Corporation anticipates that copies of this Circular and accompanying form of proxy will be sent to registered shareholders on or about March 15, 2019.

Q.
WHO IS ENTITLED TO VOTE?

A.
Any holder of Subordinate Voting Shares ("SVS") or Multiple Voting Shares ("MVS") of the Corporation at the close of business on March 8, 2019 or such holder's duly appointed proxyholders or representatives are entitled to vote.
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Q.
HOW DO I EXERCISE MY VOTE (AND BY WHEN) IF I AM A REGISTERED SHAREHOLDER?

A.
If you are a registered shareholder, you may exercise your right to vote by attending and voting your shares in person at the Meeting, by mailing in the attached form of proxy or by voting by telephone or internet.
Q.
WHAT IF A REGISTERED SHAREHOLDER SIGNS THE FORM OF PROXY ENCLOSED WITH THIS CIRCULAR?

A.
Signing the form of proxy gives authority to Mr. William A. Etherington or Mr. Robert A. Mionis or their designees (the "Proxy Nominees"), to vote your shares at the Meeting, unless you give authority to another person to vote your shares by providing that person's name on the form of proxy.

Q.
CAN A REGISTERED SHAREHOLDER APPOINT SOMEONE OTHER THAN THE PROXY NOMINEES TO VOTE THEIR SHARES AT THE MEETING?

A.
Yes, you may appoint an individual or company (such individual or authorized representative of such company shall be referred to herein as a "Designee") other than the Proxy Nominees to represent you at the Meeting. Write the name of the Designee of your choice in the blank space provided in the form of proxy. The Designee whom you choose need not be a shareholder.
Q.
HOW WILL THE SHARES OF REGISTERED SHAREHOLDERS BE VOTED AT THE MEETING IF THEY GIVE THEIR PROXY?

A.
On any ballot that may be called for, the shares represented by a properly executed proxy given in favour of the Proxy Nominees in the enclosed form of proxy will be voted for or against or withheld from voting in accordance with the instructions given on the ballot. If you specify a choice with respect to any matter to be acted upon, the shares will be voted accordingly.
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Q.
IF REGISTERED SHAREHOLDERS CHANGE THEIR MIND, CAN THEY TAKE BACK THEIR PROXY ONCE IT HAS BEEN GIVEN?

A.
Yes, you may revoke any proxy that you have given at any time prior to its use at the Meeting for which it was given or any adjournment(s) or postponement(s) thereof. In addition to revocation in any other manner permitted by law, you may revoke your proxy by preparing a written statement, signed by you or your attorney, as authorized, or if the proxy is given on behalf of a corporation, by a duly authorized officer or attorney of such corporation, and deposited with the Chair of the Meeting on the day of the Meeting, or any adjournment(s) or postponement(s) thereof, prior to the proxy being voted, or by transmitting, by telephonic or electronic means, a revocation signed by electronic signature by you or by your attorney, who is authorized in writing, to the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment(s) or postponement(s) thereof, at which the proxy is to be used.
Q.
WHAT IF AMENDMENTS ARE MADE TO THE SCHEDULED MATTERS OR IF OTHER MATTERS ARE BROUGHT BEFORE THE MEETING?

A.
The accompanying form of proxy confers discretionary authority upon the Proxy Nominees in respect of any amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.
Q.
HOW DO I VOTE IF I AM A NON-REGISTERED SHAREHOLDER?

A.
A shareholder is a non-registered shareholder (or beneficial owner) if (i) an intermediary (such as a bank, trust company, securities dealer or broker, trustee or administrator of a registered retirement savings plan, registered retirement income fund, deferred profit sharing plan, registered education savings plan, registered disability savings plan or tax-free savings account), or (ii) a clearing agency (such as CDS Clearing and Depository Services Inc. or Depository Trust and Clearing Corporation), of which the intermediary is a participant (in each case, an "Intermediary"), holds the shareholder's shares on behalf of the shareholder.
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Q.
HOW CAN I CONTACT THE INDEPENDENT DIRECTORS AND CHAIR?

A.
You may contact the independent directors, including the Chair of the Corporation, with the assistance of Celestica Investor Relations. Shareholders or other interested persons can call, send a letter or e-mail c/o Celestica Investor Relations to the following coordinates:
Q.
WHOM SHOULD I CONTACT IF I HAVE QUESTIONS CONCERNING THE CIRCULAR OR FORM OF PROXY?

A.
If you have questions concerning the information contained in this Circular you may contact Celestica Investor Relations (see contact coordinates above). If you require assistance in completing the form of proxy you may contact Computershare (see contact coordinates below).

Q.
HOW CAN I CONTACT THE TRANSFER AGENT?

A.
You may contact the transfer agent by mail:
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PRINCIPAL HOLDERS OF VOTING SHARES

As of February 13, 2019, the only persons or corporations who, to the knowledge of the Corporation, its directors or executive officers, beneficially own, or control or direct, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of the voting securities of the Corporation are as follows:

Table 1: Principal Holders of Voting Shares

 Name
 
Number of
Shares

 
Percentage of
Class

 
Percentage of
All Equity Shares

 
Percentage of
Voting Power

 

 
Onex Corporation(1)


 


18,600,193 MVS


 


100.0%


 


13.6%


 


79.7%


 
 
 Toronto, Ontario
 Canada
  397,045 SVS   *   *   *  

 
Gerald W. Schwartz(2)


 


18,600,193 MVS


 


100.0%


 


13.6%


 


79.7%


 
 
 Toronto, Ontario
 Canada
  517,702 SVS   *   *   *  
 Letko, Brosseau & Associates Inc.(3)
 Montréal, Québec
 Canada
  22,173,121 SVS   18.8%   16.2%   3.8%  
*
Less than 1%.
(1)
The number of shares beneficially owned, or controlled or directed, directly or indirectly, by Onex Corporation ("Onex") includes 945,010 MVS held by a wholly-owned subsidiary of Onex. 814,546 of such MVS are subject to options granted to certain officers of Onex pursuant to certain Onex management investment plans, which options may be exercised upon specified dispositions by Onex (directly or indirectly) of Celestica's securities, with respect to which Onex has the right to vote or direct the vote ("MIP Options"), including 688,807 MIP Options granted to Gerald W. Schwartz (each of which MVS will, upon exercise of such options, be automatically converted into an SVS).
(2)
The number of shares beneficially owned, or controlled or directed, directly or indirectly, by Mr. Schwartz consists of 120,657 SVS owned by a company controlled by Mr. Schwartz and all of the 18,600,193 MVS and 397,045 SVS beneficially owned, or controlled or directed, directly or indirectly, by Onex, including the 814,546 MVS subject to MIP Options (including the 688,807 MIP Options granted to Mr. Schwartz), all as described in footnote 1 above. Mr. Schwartz is the Chairman of the Board, President and Chief Executive Officer of Onex. In addition, he indirectly owns multiple voting shares of Onex carrying the right to elect a majority of the Onex board of directors. Accordingly, under applicable securities laws, Mr. Schwartz is deemed to be the beneficial owner of the Celestica shares owned by Onex; Mr. Schwartz has advised the Corporation, however, that he disclaims beneficial ownership of the shares held by Onex.
(3)
The number of shares reported as held by Letko, Brosseau & Associates Inc. is based on the Schedule 13G/A it filed with the United States Securities and Exchange Commission on February 4, 2019, reporting ownership as of December 31, 2018.


Agreement for the Benefit of Holders of SVS


Onex, which beneficially owns, controls or directs, directly or indirectly, all of the outstanding MVS, has entered into an agreement with the Corporation and with Computershare Trust Company of Canada (as successor to the Montreal Trust Company of Canada), as trustee for the benefit of the holders of the SVS, for the purpose of ensuring that the holders of the SVS will not be deprived of rights under applicable provincial take-over bid legislation to which they would be otherwise entitled in the event of a take-over bid (as that term is defined in applicable securities legislation) if the MVS and the SVS were of a single class of shares. Subject to certain permitted forms of sale, such as identical or better offers to all holders of SVS, Onex has agreed that it, and any of its affiliates that may hold MVS from time to time, will not sell any MVS, directly or indirectly, pursuant to a take-over bid (as that term is defined under applicable securities legislation) under circumstances in which any

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applicable securities legislation would have required the same offer or a follow-up offer to be made to holders of SVS if the sale had been a sale of SVS rather than MVS, but otherwise on the same terms.

The Restated Articles of Incorporation (the "Articles") of the Corporation provide "coat-tail" protection to the holders of the SVS by providing that the MVS will be converted automatically into SVS upon any transfer thereof, except (a) a transfer to Onex or any affiliate of Onex, or (b) a transfer of 100% of the outstanding MVS to a purchaser who also has offered to purchase all of the outstanding SVS for a per share consideration identical to, and otherwise on the same terms as, that offered for the MVS, and the MVS held by such purchaser thereafter shall be subject to the provisions relating to conversion (including with respect to the provisions described in this paragraph) as if all references to Onex were references to such purchaser. In addition, if (a) any holder of any MVS ceases to be an affiliate of Onex, or (b) Onex and its affiliates cease to have the right, in all cases, to exercise the votes attached to, or to direct the voting of, any of the MVS held by Onex and its affiliates, such MVS shall convert automatically into SVS on a one-for-one basis. For these purposes, (a) "Onex" includes any successor corporation resulting from an amalgamation, merger, arrangement, sale of all or substantially all of its assets, or other business combination or reorganization involving Onex, provided that such successor corporation beneficially owns directly or indirectly all MVS beneficially owned directly or indirectly by Onex immediately prior to such transaction and is controlled by the same person or persons as controlled Onex prior to the consummation of such transaction, (b) a corporation shall be deemed to be a subsidiary of another corporation if, but only if (i) it is controlled by that other, or that other and one or more corporations each of which is controlled by that other, or two or more corporations each of which is controlled by that other, or (ii) it is a subsidiary of a corporation that is that other's subsidiary, (c) "affiliate" means a subsidiary of Onex or a corporation controlled by the same person or company that controls Onex, and (d) "control" means beneficial ownership of, or control or direction over, securities carrying more than 50% of the votes that may be cast to elect directors if those votes, if cast, could elect more than 50% of the directors. For these purposes, a person is deemed to beneficially own any security which is beneficially owned by a corporation controlled by such person. In addition, if at any time the number of outstanding MVS shall represent less than 5% of the aggregate number of the outstanding MVS and SVS, all of the outstanding MVS shall be automatically converted at such time into SVS on a one-for-one basis.

INFORMATION RELATING TO OUR DIRECTORS


Election of Directors


The ten individuals listed herein are being recommended for election as directors of the Corporation, as the current term of office for each director expires at the close of the Meeting. If elected, they will hold office until the close of the next annual meeting of shareholders or until their successors are elected or appointed, unless such office is earlier vacated in accordance with the Corporation's by-laws. All of the proposed nominees are currently directors of the Corporation. The Articles provide for a minimum of three and a maximum of twenty directors. The Board of Directors has the authority to set the number of directors of the Corporation to be elected at the Meeting and has set that number at ten.

During 2018, the Nominating and Corporate Governance Committee reviewed the composition of the Board and created an ad hoc committee comprised of Messrs. Etherington, Ryan and Wilson (the "Director Search Committee") to identify potential new directors. A preferred candidate profile was developed by the Director Search Committee based on the qualifications, experience, diversity and expertise determined to be best suited to fill any gaps and in accordance with the Corporation's policy with respect to the identification and nomination of women directors described below under Statement of Corporate Governance Practices — Director Nomination Process in Schedule A to this Circular. Candidates were identified with the assistance of a search firm and suitable candidates were interviewed by the members of the Director Search Committee. Through this process it was determined that Mr. Robert A. Cascella would be appointed to the Board effective February 1, 2019.

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The Board has a retirement policy which provides that, unless the Board authorizes an exception, a director shall not stand for re-election after his or her 75th birthday. During 2018, the Nominating and Corporate Governance Committee again considered the application of the retirement policy to Mr. Etherington. As previously disclosed, an exception to such policy was authorized for Mr. Etherington in each of the past two years. In light of Mr. Etherington's leadership, expertise and valuable contributions to the Board, and in order to maintain an element of continuity in light of the Corporation's ongoing strategic transformation efforts, the Nominating and Corporate Governance Committee recommended, and the Board approved, a further exception to its retirement policy for Mr. Etherington for 2019. In accordance therewith, Mr. Etherington is standing for re-election at the Meeting. See Statement of Corporate Governance Practices — Nomination and Election of Directors and Statement of Corporate Governance Practices — Retirement Policy and Term Limits in Schedule A to this Circular.

Unless authority to do so is withheld, shares represented by proxies in favour of the Proxy Nominees will be voted in favour of each of the proposed nominees listed below for election as directors. Management of the Corporation does not contemplate that any of the nominees will be unable, or for any reason unwilling, to serve as a director, but if that should occur for any reason prior to their election, the Proxy Nominees may, in their discretion, nominate and vote for another nominee.

Majority Voting Policy

The Board has adopted a policy that requires, in an uncontested election of directors, that shareholders be able to vote in favour of, or to withhold from voting, separately for each director nominee. If, with respect to any particular nominee, other than the controlling shareholder or a representative of the controlling shareholder, the number of shares withheld from voting by shareholders other than the controlling shareholder and its associates exceeds the number of shares that are voted in favour of the nominee, by shareholders other than the controlling shareholder and its associates, then the Board shall determine, and in so doing shall give due weight to the rights of the controlling shareholder, whether to require the nominee to resign from the Board and, if so required, any such nominee shall immediately tender his or her resignation. A director who tenders a resignation pursuant to this policy will not participate in any meeting of the Board at which the resignation is considered. The Board shall determine whether to accept the resignation, which, if accepted, shall be effective immediately upon such acceptance. The Board shall accept such resignation absent exceptional circumstances. Such a determination by the Board shall be made, and promptly announced by press release (a copy of which will be provided to the Toronto Stock Exchange ("TSX")), within 90 days after the applicable shareholders' meeting. If the Board determines not to accept a resignation, the press release will fully state the reasons for such decision. Subject to any corporate law restrictions, the Board may leave any resultant vacancy unfilled until the next annual shareholders' meeting or it may fill the vacancy through the appointment of a new director whom the Board considers would merit the confidence of the shareholders, or it may call a special meeting of shareholders at which there shall be presented a nominee or nominees to fill the vacant position or positions. See Statement of Corporate Governance Practices — Nomination and Election of Directors — Election of Directors in Schedule A to this Circular.

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Nominees for Election as Director

The following tables set out certain information with respect to the nominees, including their places of residence; their ages; the year from which each has continuously served as a director of the Corporation, if applicable; all positions and offices held by them with the Corporation or any of its significant affiliates; their present principal occupations, businesses and employments; and other public corporations of which they are or were (during the prior five years) directors. There are no contracts, arrangements or understandings between any director or executive officer or any other person pursuant to which any one of the nominees has been nominated.

For a description of the number of shares and deferred share units ("DSUs") issued to the Corporation's directors, and a description of the DSUs, see Information Relating to Our Directors — Directors' Ownership of Securities and Information Relating to Our Directors — Director Compensation. In the case of options, restricted share units ("RSUs") and performance share units ("PSUs") issued to Mr. Mionis, see Compensation Discussion and Analysis and Compensation of Named Executive Officers — Option-Based and Share-Based Awards. As an executive officer of the Corporation, Mr. Mionis has not received any DSUs.




PHOTO
Robert A. Cascella
Boca Raton, Florida
United States

Director Since: 2019(1)
Age: 64
Status: Independent

Areas of Expertise:
•   Executive Leadership
•   Healthcare Technology
•   Strategy & M&A

2018 Annual Meeting(1)
Votes in Favour: N/A
Votes Withheld: N/A

Mr. Cascella is currently an Executive Vice President and Executive Committee member of Royal Philips, a public Dutch multinational healthcare company. He is also the Chief Executive Officer ("CEO") of their Diagnosis and Treatment businesses. He served as the President and CEO of Hologic, Inc., a public medical device and diagnostics company, from 2003 to 2013. He has also held senior leadership positions at CFG Capital, NeoVision Corporation and Fischer Imaging Corporation. Mr. Cascella served on Hologic, Inc.'s board of directors from 2008 to 2013. He also previously served on the board of Tegra Medical and acted as chair of the boards of Dysis Medical and Miranda Medical. He holds a Bachelor's degree in Accounting from Fairfield University.

Mr. Cascella sits on the Audit, Compensation, and Nominating and Corporate Governance Committees.

BOARD AND COMMITTEE ATTENDANCE(1)(2)
  ATTENDANCE
TOTAL ATTENDANCE
Board Board
Audit 1 of 1 Committee 100%
Compensation Committee    
Nominating and Corporate Governance    
       
OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS
No other public directorships      
       
SHARE AND DSU OWNERSHIP AS OF DECEMBER 31, 2018(3)
Target Value:   $352,500 Target Met: N/A
Actual Value:   $ —    

 

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PHOTO
Deepak Chopra
Toronto, Ontario
Canada

Director Since: 2018
Age: 55
Status: Independent

Areas of Expertise:
•   Executive Leadership
•   Logistics & e-Commerce Supply-Chain
•   Global Strategic Development

2018 Annual Meeting
Votes in Favour: 99.71%
Votes Withheld: 0.29%

Mr. Chopra most recently served as President and Chief Executive Officer of Canada Post Corporation from February 2011 to March 2018. He has more than 30 years of global experience in the financial services, technology, and logistics and supply-chain industries. Mr. Chopra worked for Pitney Bowes Inc., a NYSE-traded technology company known for postage meters, mail automation and location intelligence services, for more than 20 years. He served as President of Pitney Bowes Canada and Latin America from 2006 to 2010. He held a number of increasingly senior executive roles internationally, including President of its new Asia Pacific and Middle East region from 2001 to 2006 and Chief Financial Officer for the Europe, Africa and Middle East (EAME) region from 1998-2001. He has previously served on the boards of Canada Post Corporation, Purolator Inc., SCI Group, the Canada Post Community Foundation, the Toronto Region Board of Trade and the Conference Board of Canada. He currently sits on the board of The North West Company Inc., a TSX-traded retailer. Mr. Chopra is a Fellow of the Institute of Chartered Professional Accountants of Canada and has a Bachelor's degree in Commerce (Honours) and a Master's Degree in Business Management (PGDBM).

Mr. Chopra sits on the Audit, Compensation, and Nominating and Corporate Governance Committees.

BOARD AND COMMITTEE ATTENDANCE(2)
  ATTENDANCE
TOTAL ATTENDANCE
Board 5 of 5 Board 100%
Audit 4 of 4 Committee 100%
Compensation Committee 4 of 4    
Nominating and Corporate Governance 2 of 2    
       
OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS
The North West Company Inc.      
       
SHARE AND DSU OWNERSHIP AS OF DECEMBER 31, 2018(3)
Target Value:   $352,500 Target Met: N/A
Actual Value:   $112,291    

 


PHOTO
Daniel P. DiMaggio
Duluth, Georgia
United States

Director Since: 2010
Age: 68
Status: Independent

Areas of Expertise:
•   Executive Leadership
•   Global Operations and Supply Chain
•   Financial Literacy

2018 Annual Meeting
Votes in Favour: 99.71%
Votes Withheld: 0.29%

Mr. DiMaggio is a corporate director. Prior to retiring in 2006, he spent 35 years with United Parcel Services ("UPS") (a public company), most recently as CEO of the UPS Worldwide Logistics Group. Prior to leading UPS' Worldwide Logistics Group, Mr. DiMaggio held a number of positions at UPS with increasing responsibility, including leadership roles for the UPS International Marketing Group, as well as the Industrial Engineering function. In addition to his senior leadership roles at UPS, Mr. DiMaggio was a member of the board of directors of Greatwide Logistics Services, Inc. and CEVA Logistics (a public company). He holds a Bachelor of Science degree from the Lowell Technological Institute (now the University of Massachusetts Lowell).

Mr. DiMaggio sits on the Audit, Compensation, and Nominating and Corporate Governance Committees.

BOARD AND COMMITTEE ATTENDANCE(2)
  ATTENDANCE
TOTAL ATTENDANCE
Board 10 of 10 Board 100%
Audit 6 of 7 Committee 94%
Compensation Committee 6 of 6    
Nominating and Corporate Governance 4 of 4    
       
OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS
No other public directorships      
       
SHARE AND DSU OWNERSHIP AS OF DECEMBER 31, 2018(3)
Target Value:   $352,500   Target Met: Yes
Actual Value:   $1,639,394    

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PHOTO
William A. Etherington
Toronto, Ontario
Canada

Director Since: 2001
Age: 77(4)
Status: Independent

Areas of Expertise:
•   Public Company Board Expertise and Governance
•   Executive Leadership
•   Business Development and Strategy

2018 Annual Meeting
Votes in Favour: 99.21%
Votes Withheld: 0.79%

Mr. Etherington is a corporate director. In addition to being the Chair of the Board of Celestica, he is also a director of Onex (a public company). He is a former director and non-executive Chairman of the board of directors of the Canadian Imperial Bank of Commerce (a public company), and a former director of St. Michael's Hospital. In 2001, Mr. Etherington retired as Senior Vice President and Group Executive, Sales and Distribution, IBM Corporation (a public company), and as Chairman, President and CEO of IBM World Trade Corporation. He holds a Bachelor of Science degree in Electrical Engineering and a Doctor of Laws (Hon.) from Western University.

Mr. Etherington sits on the Audit, Compensation, and Nominating and Corporate Governance (Chair) Committees.

BOARD AND COMMITTEE ATTENDANCE(2)
  ATTENDANCE
TOTAL ATTENDANCE
Board 10 of 10 Board 100%
Audit 7 of 7 Committee 100%
Compensation Committee 6 of 6    
Nominating and Corporate Governance 4 of 4    
       
OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS
•   Onex      
       
SHARE AND DSU OWNERSHIP AS OF DECEMBER 31, 2018(3)
Target Value:   $675,000 Target Met: Yes
Actual Value:   $3,679,471    

 


PHOTO
Laurette T. Koellner
Merritt Island, Florida
United States

Director Since: 2009
Age: 64
Status: Independent

Areas of Expertise:
•   Public Company Board Expertise
•   Audit and Finance
•   Human Resources

2018 Annual Meeting
Votes in Favour: 99.25%
Votes Withheld: 0.75%

Ms. Koellner is a corporate director. She most recently served as Executive Chairman of International Lease Finance Corporation, an aircraft leasing subsidiary of American International Group, Inc. ("AIG") from 2012 until its sale in 2014. Ms. Koellner retired as President of Boeing International, a division of The Boeing Company, in 2008. While at Boeing, she was a member of the Office of the Chairman and served as the Executive Vice President, Internal Services, Chief Human Resources and Administrative Officer, President of Shared Services and Corporate Controller. Ms. Koellner previously served on the board of directors and was the Chair of the Audit Committee of Hillshire Brands Company (a public company, formerly Sara Lee Corporation and now merged with Tyson Foods, Inc.) and on the board of directors of AIG (a public company). She holds a Bachelor of Science degree in Business Management from the University of Central Florida and a Master of Business Administration from Stetson University, as well as a Certified Professional Contracts Manager designation from the National Contracts Management Association.

Ms. Koellner sits on the Audit (Chair), Compensation, and Nominating and Corporate Governance Committees.

BOARD AND COMMITTEE ATTENDANCE(2)
  ATTENDANCE
TOTAL ATTENDANCE
Board 10 of 10 Board 100%
Audit 7 of 7 Committee 100%
Compensation Committee 6 of 6    
Nominating and Corporate Governance 4 of 4    
       
OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS
•   Papa John's International, Inc. •   Nucor Corporation
•   The Goodyear Tire & Rubber Company    
       
SHARE AND DSU OWNERSHIP AS OF DECEMBER 31, 2018(3)
Target Value:   $352,500 Target Met: Yes
Actual Value:   $1,865,274    

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PHOTO
Robert A. Mionis
Hampton, New Hampshire
United States

Director Since: 2015
Age: 55
Status: Not Independent

Areas of Expertise:
•   Business Transformation and Strategy
•   Operations
•   Technology and Engineering
•   Risk Management

2018 Annual Meeting
Votes in Favour: 99.33%
Votes Withheld: 0.67%

Mr. Mionis is President and CEO of the Corporation. From July 2013 until August 2015, he was an Operating Partner at Pamplona Capital Management ("Pamplona"), a global private equity firm focused on companies in the industrial, aerospace, healthcare and automotive segments. Before joining Pamplona, Mr. Mionis spent over six years as the President and CEO of StandardAero, a global aerospace maintenance, repair and overhaul company. Before StandardAero, Mr. Mionis held senior leadership roles at Honeywell, most recently as the head of the Integrated Supply Chain Organization for Honeywell Aerospace. Prior to Honeywell, Mr. Mionis held a variety of progressively senior leadership roles with General Electric (GE) and Axcelis Technologies (each a public company) and AlliedSignal. Mr. Mionis has been serving on the board of directors of Shawcor Ltd., a TSX-listed energy services company, since 2018. He holds a Bachelor of Science in Electrical Engineering from the University of Massachusetts.

Mr. Mionis does not sit on any committees of the Board of Directors of the Corporation.

BOARD ATTENDANCE(2)
  ATTENDANCE
TOTAL ATTENDANCE
Board 10 of 10 100%  
       
OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS
•   Shawcor Ltd.      
       

SHARE AND SHARE UNIT
OWNERSHIP AND VALUE
AS OF DECEMBER 31, 2018
EXECUTIVE SHARE OWNERSHIP
GUIDELINES
  Number of
Shares/Units
(#)



Actual
Value(6)
($)
Target
Value(6)
($)
Target
Met(6)
Share and Share Unit Ownership (Multiple of Salary)(6)
SVS 189,915 $1,665,555      
RSUs 408,235 $3,580,221      
PSUs(5) 137,969 $1,209,988      
Total Value $6,455,764 $4,750,000 Yes 6.8x

 


PHOTO
Carol S. Perry
Toronto, Ontario
Canada

Director Since: 2013
Age: 68
Status: Independent

Areas of Expertise:
•   Capital Markets
•   Finance and Treasury
•   Corporate Governance and Securities Regulation

2018 Annual Meeting
Votes in Favour: 99.71%
Votes Withheld: 0.29%

Ms. Perry is a corporate director. She is Chair of the Independent Review Committee of the mutual funds managed by 1832 Asset Management L.P., a mutual fund manager and wholly-owned affiliate of The Bank of Nova Scotia. She also serves as Chair of the Independent Review Committees of investment funds managed by Jarislowsky Fraser Limited and MD Financial Management Inc., which are subsidiaries of The Bank of Nova Scotia. Previously, she was a Commissioner of the Ontario Securities Commission, and has served on adjudicative panels and acted as a director and Chair of its Governance and Nominating Committee. With over 20 years of experience in the investment industry as an investment banker, Ms. Perry held senior positions with leading financial services companies including RBC Capital Markets, Richardson Greenshields of Canada Limited and CIBC World Markets and later founded MaxxCap Corporate Finance Inc., a financial advisory firm. She is a former director of Softchoice Corporation, Atomic Energy of Canada Limited and DALSA Corporation. Ms. Perry has a Bachelor of Engineering Science (Electrical) degree from the University of Western Ontario and a Master of Business Administration degree from the University of Toronto. She also holds the professional designation ICD.D from the Institute of Corporate Directors.

Ms. Perry sits on the Audit, Compensation, and Nominating and Corporate Governance Committees.

BOARD AND COMMITTEE ATTENDANCE(2)
  ATTENDANCE
TOTAL ATTENDANCE
Board 10 of 10 Board 100%
Audit 7 of 7 Committee 100%
Compensation Committee 6 of 6    
Nominating and Corporate Governance 4 of 4    
       
OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS
No other public directorships      
       
SHARE AND DSU OWNERSHIP AS OF DECEMBER 31, 2018(3)
Target Value:   $352,500 Target Met: Yes
Actual Value:   $1,084,867    

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PHOTO
Tawfiq Popatia
Toronto, Ontario
Canada

Director Since: 2017
Age: 44
Status: Not Independent

Areas of Expertise:
•   Finance and Capital Markets
•   Aerospace and Transportation
•   Business Development

2018 Annual Meeting
Votes in Favour: 98.54%
Votes Withheld: 1.46%

Mr. Popatia has been a Managing Director of Onex since 2014 and leads its efforts in automation, aerospace and other transportation-focused industries, having joined the firm in 2007. Prior to joining Onex, Mr. Popatia worked at the private equity firm of Hellman & Friedman LLC and in the Investment Banking Division of Morgan Stanley & Co. Mr. Popatia currently serves on the boards of Advanced Integration Technology, an aerospace automation company, and BBAM, a provider of commercial jet aircraft leasing, financing and management. He previously served on the board of Spirit Aerosystems (a public company), and is a former Employer Trustee of the International Association of Machinists National Pension Fund. Mr. Popatia holds a Bachelor of Science degree in Microbiology and a Bachelor of Commerce degree in Finance from the University of British Columbia.

Mr. Popatia does not sit on any committees of the Board of Directors of the Corporation.

BOARD ATTENDANCE(2)
  ATTENDANCE
TOTAL ATTENDANCE
Board 10 of 10 100%  
       
OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS
No other public directorships      
       
SHARE AND DSU OWNERSHIP AS OF DECEMBER 31, 2018(3)(7)
Target Value:   N/A   Target Met: N/A
Actual Value:   N/A    

PHOTO
Eamon J. Ryan
Toronto, Ontario
Canada

Director Since: 2008
Age: 73
Status: Independent

Areas of Expertise:
•   Executive Compensation
•   Marketing and Sales
•   Business Development

2018 Annual Meeting
Votes in Favour: 99.60%
Votes Withheld: 0.40%

Mr. Ryan is a corporate director. He is the former Vice President and General Manager, Europe, Middle East and Africa for Lexmark International Inc. (a public company). Prior to that, he was the Vice President and General Manager, Printing Services and Solutions Manager, Europe, Middle East and Africa. Mr. Ryan joined Lexmark International Inc. in 1991 as the President of Lexmark Canada. Prior to that, he spent 22 years at IBM Canada, where he held a number of sales and marketing roles in its Office Products and Large Systems divisions. Mr. Ryan's last role at IBM Canada was Director of Operations for its Public Sector, a role he held from 1986 to 1990. He holds a Bachelor of Arts degree from the University of Western Ontario.

Mr. Ryan sits on the Audit, Compensation (Chair), and Nominating and Corporate Governance Committees.

BOARD AND COMMITTEE ATTENDANCE(2)
  ATTENDANCE
TOTAL ATTENDANCE
Board 10 of 10 Board 100%
Audit 7 of 7 Committee 100%
Compensation Committee 6 of 6    
Nominating and Corporate Governance 4 of 4    
       
OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS
No other public directorships      
       
SHARE AND DSU OWNERSHIP AS OF DECEMBER 31, 2018(3)
Target Value:   $352,500 Target Met: Yes
Actual Value:   $2,304,475    

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PHOTO
Michael M. Wilson
Bragg Creek, Alberta
Canada

Director Since: 2011
Age: 67
Status: Independent

Areas of Expertise:
•   Public Company Board Expertise
•   Business Development
•   Corporate Governance
2018 Annual Meeting
Votes in Favour: 99.71%
Votes Withheld: 0.29%

Mr. Wilson is a corporate director. Until his retirement in December 2013, he was the President and CEO, and a director, of Agrium Inc. (a public agricultural crop inputs company that has subsequently merged with Potash Corporation of Saskatchewan Inc. to form Nutrien Ltd.). He has over 30 years of international and executive management experience. Prior to joining Agrium Inc., Mr. Wilson served as President of Methanex Corporation (a public company) and held various senior positions in North America and Asia during his 18 years with The Dow Chemical Company (a public company). Mr. Wilson previously served on the board of directors of Finning International Inc. (a public company), and was also the past Chair of the Calgary Prostate Cancer Centre. He holds a degree in Chemical Engineering from the University of Waterloo.

Mr. Wilson sits on the Audit, Compensation, and Nominating and Corporate Governance Committees.

BOARD AND COMMITTEE ATTENDANCE(2)
  ATTENDANCE
TOTAL ATTENDANCE
Board 10 of 10 Board 100%
Audit 6 of 7 Committee 94%
Compensation Committee 6 of 6    
Nominating and Corporate Governance 4 of 4    
       
OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS
•   Air Canada •   Suncor Energy Inc.  
       
SHARE AND DSU OWNERSHIP AS OF DECEMBER 31, 2018(3)
Target Value:   $352,500 Target Met: Yes
Actual Value:   $1,666,414    

 


(1)
Mr. Cascella was appointed to the Board, and each committee of which he is a member, effective February 1, 2019 and is being proposed for election for the first time at the Meeting.
(2)
See Table 7: Directors' Attendance at Board and Committee Meetings for disclosure for all directors of board and standing committee meeting attendance.
(3)
See — Directors' Ownership of Securities — Director Share Ownership Guidelines for a description of the shareholding requirements for applicable directors. New directors have five years from the time of their appointment to the Board to comply with the Director Share Ownership Guidelines (as defined below).
(4)
The Board approved an exception to its retirement policy for Mr. Etherington to stand for re-election at the Meeting. See Election of Directors for a description of the Corporation's retirement policy.
(5)
Consists of PSUs that vested on February 1, 2019 at 50% of target, which, on December 31, 2018, was the Corporation's anticipated payout and was in fact the resulting payout; the value of which was determined using a share price of $8.77, the closing price of SVS on the NYSE on December 31, 2018.
(6)
As President and CEO of the Corporation, Mr. Mionis is subject to the Executive Share Ownership Guidelines and not the Director Share Ownership Guidelines. Under the Executive Share Ownership Guidelines, Mr. Mionis has five years from his date of hire (August 1, 2015) to meet the required share ownership of five times base salary. See Executive Share Ownership. The "Actual Value" of the shares and share units held by Mr. Mionis as of December 31, 2018 is determined with respect to SVS beneficially owned by Mr. Mionis and all of his unvested RSUs, the value of which was, in each case, determined using a share price of $8.77, the closing price of SVS on the NYSE on December 31, 2018, but does not attribute any value to unvested PSUs (other than the PSUs that vested on February 1, 2019 as described in footnote (5) above).
(7)
Mr. Popatia, as an officer of Onex, is not subject to the Director Share Ownership Guidelines.

Interlocking Directorships

None of the current directors of the Corporation serve together as directors of other corporations.

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Director Compensation


Director compensation is set by the Board on the recommendation of the Compensation Committee and in accordance with director compensation guidelines and principles established by the Nominating and Corporate Governance Committee. Under these guidelines and principles, the Board seeks to maintain director compensation at a level that is competitive with director compensation at comparable companies, and requires a substantial portion of such compensation to be taken in the form of DSUs. The director fee structure for 2018 is set forth in Table 2 below.

Table 2: Directors' Fees(1)

 Element   Director Fee Structure for 2018(2)  
 Annual Board Retainer(3)   $360,000 — Board Chair
$235,000 — Directors
 
 Travel Fees(4)   $2,500  
 Annual Retainer for the Audit Committee Chair   $20,000  
 Annual Retainer for the Compensation Committee Chair   $15,000  
 Annual Retainer for the Nominating and Corporate Governance Committee Chair(5)    
 DSU Election(6)   Directors must elect to be paid either 100% or 75% of their aggregate annual retainers (including committee Chair retainers) and travel fees in the form of DSUs  
(1)
Does not include Mr. Mionis, President and CEO of the Corporation, whose compensation is set out in Table 18 of this Circular. Does not include fees payable to Onex for the service of Mr. Popatia as a director, which is described in footnote 7 to Table 3 of this Circular.
(2)
Directors may also receive further retainers and meeting fees for participation on ad hoc committees. No fees were paid for participation on the Director Search Committee during 2018. The Board has the discretion to grant supplemental equity awards to individual directors as deemed appropriate (no such discretion was exercised in 2018).
(3)
Paid on a quarterly basis.
(4)
The travel fee is available only to directors who travel outside of their home state or province to attend a Board or Committee meeting.
(5)
The Chair of the Board also served as the Chair of the Nominating and Corporate Governance Committee in 2018, for which no additional fee was paid.
(6)
Credited on a quarterly basis. The number of DSUs granted are calculated by dividing the notional cash amount for the quarter by the closing price of SVS on the NYSE on the last business day of such quarter. If no election is made, 100% of a director's aggregate annual retainer and travel fees will be paid in DSUs.

Subject to the terms of the Directors' Share Compensation Plan, each DSU represents the right to receive one SVS or an equivalent value in cash (at the Corporation's discretion) when the director (a) ceases to be a director of the Corporation and (b) is not an employee of the Corporation or a director or employee of any corporation that does not deal at arm's-length with the Corporation (collectively, "Retires"). The date used in valuing the DSUs for settlement is the date that is 45 days following the date on which the director Retires, or as soon as practicable thereafter. DSUs are redeemed and payable on or prior to the 90th day following the date on which the director Retires. The number of DSUs granted is calculated by dividing the fee that would otherwise be payable by the closing price of SVS on the NYSE on the last business day of the quarter.

As part of the Compensation Committee's 2018 competitive review of director compensation (the "2018 Review"), the Compensation Committee engaged Willis Towers Watson (the "Compensation Consultant") to provide market information on director compensation policies and practices. The 2018 Review included a review of the mix of the elements of director compensation. As a result of the 2018 Review, amendments to director compensation and related changes to the Directors' Share Compensation Plan were approved effective January 1, 2019 by the Compensation Committee and the Board. Specifically, directors who are paid for their service on the Board were previously required to elect to receive either 75% or 100% of their annual board fees,

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committee chair retainer fees and travel fees (collectively, "Annual Fees") in DSUs. Effective January 1, 2019, each such director may elect to receive 0%, 25% or 50% of their Annual Fees in cash, with the balance in DSUs, until such director has satisfied the requirements of the Director Share Ownership Guidelines described (and defined) under Director Share Ownership Guidelines below. Once a director has satisfied the requirements of the Director Share Ownership Guidelines, the director may then elect to receive 0%, 25% or 50% of their Annual Fees in cash, with the balance in either DSUs or RSUs. If a director does not make an election, 100% of such director's Annual Fees will be paid in DSUs.

  2019 Director Elections  
 Prior to Satisfaction of Director
Share Ownership Guidelines
  After Satisfaction of Director
Share Ownership Guidelines
 
 Option 1   Option 2   Option 1   Option 2   Option 3  
 100% DSUs   (i) 25% Cash +
75% DSUs
or
(ii) 50% Cash +
50% DSUs
  (i) 100%
DSUs
or
(ii) 100%
RSUs
  (i) 25% Cash +
75% DSUs
or
(ii) 50% Cash +
50% DSUs
  (i) 25% Cash +
75% RSUs
or
(ii) 50% Cash +
50% RSUs
 

RSUs granted to directors will be governed by the terms of the Corporation's Long-Term Incentive Plan ("LTIP"). Grants of RSUs will be credited quarterly in arrears. The number of RSUs to be granted to a director will be determined by multiplying the amount of such director's Annual Fees for the quarter by the percentage of the Annual Fees that the director elected to receive in the form of RSUs and dividing the product by the closing price of the SVS on the NYSE on the last business day of the quarter. Each quarterly grant of RSUs will vest in instalments of one-third per year on the first, second and third anniversary dates of the grant. Each vested RSU will entitle the holder thereof to one SVS. Unvested RSUs will vest immediately on the date that the director Retires. These changes were made in order to provide additional payment options for directors who have already met or exceeded the requirements of the Director Share Ownership Guidelines and to provide an option for greater liquidity to our long-serving Board members. See Directors' Ownership of Securities — Director Share Ownership Guidelines.


Directors' Fees Earned in 2018


All compensation paid in 2018 by the Corporation to its directors is set out in Table 3, except for the compensation of Mr. Mionis, President and CEO of the Corporation, which is set out in Table 18 of this Circular and Mr. Cascella, who was appointed to the Board effective February 1, 2019. In 2018, the Board (excluding Mr. Popatia — see footnote 7 to Table 3) earned total Annual Fees in the amount of $1,776,250, including total grants of DSUs in the amount of $1,542,187.

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Table 3: Director Fees Earned in Respect of 2018

    Annual Fees Earned   Allocation of
Annual Fees(1)
 
  Name   Annual
Board
Retainer
  Annual
Committee
Chair
Retainer
  Travel Fees   Total Fees   DSUs(2)

  Cash(3)

 
 Deepak Chopra(4)   $176,250           $176,250 $132,187 $44,063
 Daniel P. DiMaggio   $235,000         $10,000   $245,000 $183,750 $61,250
 William A. Etherington(5)   $360,000           $360,000 $360,000

 Laurette T. Koellner   $235,000       $20,000 (6)   $10,000   $265,000 $198,750 $66,250
 Carol S. Perry   $235,000       $235,000 $235,000

 Tawfiq Popatia(7)        



 Eamon J. Ryan   $235,000   $15,000 (8)     $250,000 $187,500 $62,500
 Michael M. Wilson   $235,000     $10,000   $245,000 $245,000

(1)
Directors were required to elect to receive either 75% or 100% of their 2018 Annual Fees (set forth in the "Total Fees" column above) in DSUs (i.e., at least 75% of such fees were payable in DSUs in 2018). The Annual Fees received by directors in DSUs for 2018 were credited quarterly, and the number of DSUs granted in respect of the amounts credited quarterly was determined using the closing price of the SVS on the NYSE on the last business day of each quarter, which was $10.35 on March 29, 2018, $11.87 on June 29, 2018, $10.83 on September 28, 2018 and $8.77 on December 31, 2018.
(2)
Amounts in this column for each of Messrs. Chopra, DiMaggio and Ryan and Ms. Koellner (who elected to receive 75% of their 2018 Annual Fees in DSUs), represent the grant date fair value of DSUs issued in respect of 75% of their 2018 Annual Fees. Amounts in this column for each of Messrs. Etherington and Wilson and Ms. Perry (who elected to receive 100% of their Annual Fees paid in DSUs), represent the grant date fair value of DSUs issued in respect of 100% of their 2018 Annual Fees. The grant date fair value of the grants is the same as their accounting value.
(3)
Amounts in this column for Messrs. Chopra, DiMaggio and Ryan and Ms. Koellner represent the portion of their 2018 Annual Fees (25%), which they elected to have paid in cash.
(4)
Mr. Chopra was elected to the Board of Directors effective April 27, 2018.
(5)
During 2018, Mr. Etherington was the Chair of the Board and the Chair of the Nominating and Corporate Governance Committee. Mr. Etherington received an annual Board Chair retainer fee in the amount of $360,000. He did not receive a committee chair annual retainer in his capacity as Chair of the Nominating and Corporate Governance Committee.
(6)
Represents the annual retainer for the Chair of the Audit Committee.
(7)
Mr. Popatia is an officer of Onex and did not receive any compensation in his capacity as a director of the Corporation in 2018; however, Onex received compensation for providing the services of Mr. Popatia as a director in 2018 pursuant to a Services Agreement between the Corporation and Onex, entered into on January 1, 2009 (as amended January 1, 2017, the "Services Agreement"). The Services Agreement automatically renews for successive one year terms unless the Corporation or Onex provide notice of intent not to renew. The Services Agreement terminates automatically and the rights of Onex to receive compensation (other than accrued and unpaid compensation) will terminate (a) 30 days after the first day on which Onex ceases to hold at least one MVS of Celestica or any successor company or (b) the date Mr. Popatia ceases to be a director of Celestica, for any reason. Onex receives compensation under the Services Agreement in an amount equal to $235,000 per year (consistent with current annual Board retainer fees), payable in DSUs in equal quarterly installments in arrears. The number of DSUs is determined using the closing price of the SVS on the NYSE on the last day of the fiscal quarter in respect of which the instalment is to be credited.
(8)
Represents the annual retainer for the Chair of the Compensation Committee.
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Directors' Ownership of Securities


Outstanding Share-Based Awards

Information concerning all outstanding share-based awards as of December 31, 2018 made by the Corporation to each director proposed for election at the Meeting (other than Mr. Mionis, whose information is set out in Table 19 of this Circular and Mr. Cascella, who was appointed to the Board effective February 1, 2019), including awards granted prior to 2018, is set out in Table 4. Such awards consist solely of DSUs. DSUs that were granted prior to January 1, 2007 may be settled in the form of SVS issued from treasury, SVS purchased in the open market, or an equivalent value in cash (at the discretion of the Corporation). DSUs granted after January 1, 2007 may only be settled in SVS purchased in the open market or an equivalent value in cash (at the discretion of the Corporation). In 2005, the Corporation amended the LTIP to prohibit grants to directors of options to acquire SVS. There are no options granted to directors (or former directors) prior to the foregoing amendment that remain outstanding.

Table 4: Outstanding Share-Based Awards

 Name
 
Number of
Outstanding DSUs(1)
(#)

 
Market Value of
Outstanding DSUs(2)
($)

 
 Deepak Chopra(3)   12,804   $112,291  
 Daniel P. DiMaggio   186,932   $1,639,394  
 William A. Etherington   419,552   $3,679,471  
 Laurette T. Koellner   212,688   $1,865,274  
 Carol S. Perry   123,702   $1,084,867  
 Tawfiq Popatia(4)      
 Eamon J. Ryan   262,768   $2,304,475  
 Michael M. Wilson   190,013   $1,666,414  
(1)
Represents all outstanding DSUs, including the regular quarterly grant of DSUs issued on January 1, 2019 in respect of the fourth quarter of 2018.
(2)
The market value of DSUs was determined using a share price of $8.77, which was the closing price of the SVS on the NYSE on December 31, 2018.
(3)
Mr. Chopra was elected to the Board of Directors effective April 27, 2018.
(4)
Mr. Popatia had no share-based awards from the Corporation outstanding as of December 31, 2018; however 219,139 DSUs have been issued to Onex (and are outstanding) pursuant to the Services Agreement since its inception, including 22,749 DSUs issued to Onex for the services of Mr. Popatia as a director of the Corporation in 2018. For further information see footnote 7 to Table 3.
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Changes in Directors' Equity Interest

The following table sets out, for each director proposed for election at the Meeting (other than Mr. Mionis, whose information is set out in Table 19 of this Circular), such director's direct or indirect beneficial ownership of, or control or direction over, shares and share-based awards in the Corporation as of February 13, 2019, and any changes therein since February 14, 2018 (the date of disclosure in the Corporation's management information circular for its 2018 Annual Meeting of Shareholders).

Table 5: Changes in Directors' Equity Interest(1)

 Name
 
Date
 
SVS
(#)

 
Share-Based
Awards (DSUs)
(#)

 
Total
(#)

 
 Robert A. Cascella(2)   Feb. 14, 2018     N/A    
    Feb. 13, 2019     N/A    
    Change     N/A    
 Deepak Chopra(2)   Feb. 14, 2018        
    Feb. 13, 2019     12,804   12,804  
    Change     12,804   12,804  
 Daniel P. DiMaggio   Feb. 14, 2018     169,144   169,144  
    Feb. 13, 2019     186,932   186,932  
    Change     17,788   17,788  
 William A. Etherington(3)   Feb. 14, 2018   10,000   384,702   394,702  
    Feb. 13, 2019   10,000   419,552   429,552  
    Change     34,850   34,850  
 Laurette T. Koellner   Feb. 14, 2018     193,448   193,448  
    Feb. 13, 2019     212,688   212,688  
    Change     19,240   19,240  
 Carol S. Perry   Feb. 14, 2018     100,953   100,953  
    Feb. 13, 2019     123,702   123,702  
    Change     22,749   22,749  
 Tawfiq Popatia(3)(4)   Feb. 14, 2018        
    Feb. 13, 2019        
    Change        
 Eamon J. Ryan   Feb. 14, 2018     244,617   244,617  
    Feb. 13, 2019     262,768   262,768  
    Change     18,151   18,151  
 Michael M. Wilson   Feb. 14, 2018     166,296   166,296  
    Feb. 13, 2019     190,013   190,013  
    Change     23,717   23,717  
(1)
Information as to SVS beneficially owned, or controlled or directed, directly or indirectly, is not within the Corporation's knowledge and therefore has been provided by each individual set forth in the table.
(2)
Mr. Cascella was appointed to the Board of Directors effective February 1, 2019. Mr. Chopra was elected to the Board of Directors effective April 27, 2018.
(3)
As of February 13, 2019, Mr. Etherington also owned 10,000 subordinate voting shares of Onex and Mr. Popatia owned 8,894 subordinate voting shares of Onex. Other than Messrs. Etherington and Popatia, no director of the Corporation during 2018 owned, and no current director nominee owns, shares of Onex.
(4)
22,749 DSUs were issued to Onex for the services of Mr. Popatia as a director of the Corporation in 2018. 219,139 DSUs have been issued to Onex (and are outstanding) pursuant to the Services Agreement since its inception. Onex's beneficial ownership of securities of the Corporation (which does not include DSUs) is set forth in footnote 1 to Table 1.
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Director Share Ownership Guidelines

The Corporation has minimum shareholding requirements (the "Director Share Ownership Guidelines") for directors who are not employees or officers of the Corporation or Onex (see Executive Share Ownership for share ownership guidelines applicable to Mr. Mionis in his role as President and CEO of the Corporation). Subject to the amendment described below, the Director Share Ownership Guidelines require that a director hold SVS and/or DSUs with an aggregate value equal to 150% of the annual retainer and that the Chair of the Board hold SVS and/or DSUs with an aggregate value equal to 187.5% of the annual retainer. Directors have five years from January 1, 2016 or from the time of their appointment to the Board, as applicable, to comply with the Director Share Ownership Guidelines. Effective January 1, 2019, directors may elect to receive 0%, 25% or 50% of their Annual Fees in cash, with the balance in DSUs, until the director has satisfied the requirements of the Director Share Ownership Guidelines. Once a director has satisfied the requirements of the Director Share Ownership Guidelines, the director may then elect to receive the non-cash portion of their Annual Fees in either DSUs or RSUs. See Director Compensation above. As a result, the Director Share Ownership Guidelines were amended effective January 1, 2019 to include the value of any unvested RSUs held by a director in determining whether such director has maintained compliance with such guidelines after initial satisfaction. Although directors subject to the Director Share Ownership Guidelines will not be deemed to have breached such Guidelines by reason of a decrease in the market value of the Corporation's securities, such directors are required to purchase further securities within a reasonable period of time after such occurrence to comply with the Director Share Ownership Guidelines. Each director's holdings of securities are reviewed annually as of December 31. The following table sets out, for each applicable director proposed for election at the Meeting, whether such director was in compliance with the Director Share Ownership Guidelines as of December 31, 2018.

Table 6: Shareholding Requirements

    Shareholding Requirements  
 
 Director(1)
 
Target Value as of
December 31, 2018

 
Value as of
December 31, 2018(2)

 
Met Target as of
December 31, 2018

 
 Deepak Chopra(3)   $ 352,500   $ 112,291   Not yet applicable  
 Daniel P. DiMaggio   $ 352,500   $ 1,639,394   Yes  
 William A. Etherington   $ 675,000   $ 3,679,471   Yes  
 Laurette T. Koellner   $ 352,500   $ 1,865,274   Yes  
 Carol S. Perry   $ 352,500   $ 1,084,867   Yes  
 Eamon J. Ryan   $ 352,500   $ 2,304,475   Yes  
 Michael M. Wilson   $ 352,500   $ 1,666,414   Yes  
(1)
As President and CEO of the Corporation, Mr. Mionis is subject to the Executive Share Ownership Guidelines. As an officer of Onex, Mr. Popatia is not subject to the Director Share Ownership Guidelines. Mr. Cascella will be required to comply with the Director Share Ownership Guidelines within five years of his appointment to the Board.
(2)
The value of the aggregate number of SVS and DSUs held by each director is determined using a share price of $8.77, which was the closing price of the SVS on the NYSE on December 31, 2018.
(3)
Mr. Chopra was elected to the Board of Directors effective April 27, 2018 and he is required to comply with the Director Share Ownership Guidelines within five years of his election.
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Attendance of Directors at Board and Committee Meetings


The following table sets forth the attendance of directors at Board meetings and at meetings of those standing committees of which they are members, from January 1, 2018 to February 13, 2019. All then-members of the Board attended the Corporation's last annual meeting of shareholders.

Table 7: Directors' Attendance at Board and Committee Meetings

                Nominating and
Corporate
  Meetings Attended %  
 
 Director
 
Board
 
Audit
 
Compensation
 
Governance
 
Board
 
Committee
 
 Robert A. Cascella(1)     1 of 1         100%  
 Deepak Chopra(1)   5 of 5   4 of 4   4 of 4   2 of 2   100%   100%  
 Daniel P. DiMaggio   10 of 10   6 of 7   6 of 6   4 of 4   100%   94%  
 William A. Etherington   10 of 10   7 of 7   6 of 6   4 of 4   100%   100%  
 Laurette T. Koellner   10 of 10   7 of 7   6 of 6   4 of 4   100%   100%  
 Robert A. Mionis   10 of 10         100%    
 Carol S. Perry   10 of 10   7 of 7   6 of 6   4 of 4   100%   100%  
 Tawfiq Popatia   10 of 10         100%    
 Eamon J. Ryan   10 of 10   7 of 7   6 of 6   4 of 4   100%   100%  
 Michael M. Wilson   10 of 10   6 of 7   6 of 6   4 of 4   100%   94%  
(1)
Mr. Cascella was appointed to the Board of Directors effective February 1, 2019. Mr. Chopra was elected to the Board of Directors effective April 27, 2018.
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INFORMATION ABOUT OUR AUDITOR

Appointment of Auditor

It is proposed that KPMG LLP ("KPMG") be appointed as the auditor of the Corporation to hold office until the close of the next annual meeting of shareholders. KPMG is the current auditor of the Corporation and was first appointed as auditor of the Corporation on October 14, 1997.

It is intended that, on any ballot relating to the appointment of the auditor, the shares represented by proxies in favour of the Proxy Nominees will be voted in favour of the appointment of KPMG as auditor of the Corporation to hold office until the next annual meeting of shareholders, unless authority to do so is withheld.

Fees Paid to KPMG

The Audit Committee of the Board of Directors negotiates with the auditor of the Corporation on an arm's-length basis in determining the fees to be paid to the auditor. Such fees have been based upon the complexity of the matters dealt with and the time expended by the auditor in providing services to the Corporation.

Table 8: Fees Paid to KPMG

 
 
Year Ended December 31
(in millions)

 
 
 
 
2018
 
2017
 
 Audit Services   $2.5   $2.3  
 Audit Related Services   $0.3   $0.1  
 Tax Services(1)   $0.1   $0.1  
 Other(2)   $0.1   $0.2  
 Total   $3.0   $2.7  
(1)
Tax services were mainly comprised of tax advisory and compliance services provided by KPMG to the Corporation during each of 2017 and 2018.
(2)
KPMG billed $0.1 million in 2018 and $0.2 million in 2017 for a regulatory performance audit related to compliance with government accounting standards.

It is intended that, on any ballot relating to the remuneration of the auditor, the shares represented by proxies in favour of the Proxy Nominees will be voted in favour of the authorization of the Board of Directors to fix the remuneration to be paid to the auditor, unless authority to do so is withheld.

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SAY-ON-PAY

Advisory Say-On-Pay Resolution

The Corporation has held an advisory vote on executive compensation annually since 2012. While this vote is non-binding, it gives shareholders an opportunity to provide important input to the Board. Shareholders will be asked at the Meeting to consider, and, if deemed advisable, adopt the following resolution:

Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in the Corporation's management information circular delivered in advance of the 2019 annual meeting of shareholders.

It is intended that, on any ballot relating to the advisory vote on executive compensation, the shares represented by proxies in favour of the Proxy Nominees will be voted in favour of the resolution, unless a vote "against" is indicated.

The Board of Directors will take the results of the vote into account, as it deems appropriate, when considering future compensation policies, practices and decisions and in determining whether to significantly increase engagement with shareholders on compensation and related matters. See Compensation Committee Letter to Shareholders below. The Corporation will disclose the results of the shareholder advisory vote as part of its report of voting results for the Meeting.

2018 VOTING RESULTS

2018 Voting Results

The voting results of the Meeting will be filed on SEDAR at www.sedar.com and EDGAR at www.sec.gov following the Meeting. The voting results from the Corporation's annual meeting of shareholders held on April 27, 2018 were as follows:

Table 9: 2018 Voting Results

  Brief Description of Voting Matters Outcome of the Vote
    Approved For
  In respect of the election of the following proposed nominees as members of the Board of Directors of the Corporation    
          Deepak Chopra ü 99.71%
          Daniel P. DiMaggio ü 99.71%
          William A. Etherington ü 99.21%
          Laurette T. Koellner ü 99.25%
          Robert A. Mionis ü 99.33%
          Carol S. Perry ü 99.71%
          Tawfiq Popatia ü 98.54%
          Eamon J. Ryan ü 99.60%
          Michael M. Wilson ü 99.71%
       
  In respect of the appointment of KPMG as the auditor of the Corporation for the ensuing year ü Carried by a show of hands
       
  In respect of the authorization of the Board of Directors of the Corporation to fix the remuneration of the auditors ü Carried by a show of hands
       
  In respect of the advisory resolution on the Corporation's approach to executive compensation ü 96.45%

 

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COMPENSATION COMMITTEE

The Corporation's Compensation Committee is currently comprised entirely of independent directors (pursuant to applicable Canadian, SEC and NYSE rules for U.S. domestic companies) and consists of: Eamon J. Ryan (Chair), Robert A. Cascella, Deepak Chopra, Daniel P. DiMaggio, William A. Etherington, Laurette T. Koellner, Carol S. Perry and Michael M. Wilson. The Compensation Committee's purpose is to discharge the Board's responsibilities for executive compensation matters, including:

The Compensation Committee is also responsible for, among other matters:

See Statement of Corporate Governance Practices in Schedule A to this Circular for additional disclosure regarding the Compensation Committee.

All members of the Compensation Committee have direct experience that is relevant to their responsibilities relative to executive compensation and have skills and experience that contribute to the ability of the Compensation Committee to make decisions on the suitability of the Corporation's compensation policies and practices. Each member of the Compensation Committee possesses significant knowledge in executive compensation matters gained from his or her experience as an executive in one or more major public corporations, as outlined in the biographies in Information Relating to Our Directors — Election of Directors — Nominees for Election as Director. This experience varies from director to director, but collectively includes having responsibility for the creation and implementation of executive compensation plans; participating in briefings from outside consultants retained by compensation committees with respect to executive compensation design, administration and governance; having responsibility for executive compensation decisions; and past service on the compensation committees of several other major public corporations. In addition, Mr. Etherington currently serves on the compensation and management resources committee of Onex; Ms. Koellner previously served on the compensation committee of AIG; and Ms. Perry previously served on the management resources and compensation committee of Softchoice Corporation (while it was a public company listed on the TSX). Accordingly, the Corporation believes that its Compensation Committee is appropriately qualified to make decisions on the suitability of the Corporation's compensation policies and practices.

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COMPENSATION COMMITTEE LETTER TO SHAREHOLDERS

Dear Shareholders,

On behalf of the Compensation Committee, I welcome this opportunity to share with you our approach to executive compensation, including the framework we used to make our compensation decisions for the CEO and certain other executive officers for 2018.


Our Approach to Executive Compensation


Celestica's executive compensation program is designed to pay for performance, adhere to the risk profile of the Corporation, align the interests of executives and shareholders, incentivize executives to work as a team to achieve our strategic objectives, ensure direct accountability for annual operating results and the Corporation's long-term financial performance and to reflect both business strategy and market norms. Total compensation for each executive varies with the Corporation's achievement of financial and non-financial objectives, as well as individual performance. Further, the Compensation Committee has endeavoured to ensure that the executive compensation program is aligned with appropriate governance, risk management and regulatory principles.

Over the course of 2018, the Compensation Committee executed on its full mandate. Key executive compensation program design changes related primarily to the performance measures used to determine payouts under our short and long-term incentive plans were implemented during 2018. These changes were made to further align our incentive-based compensation with our strategic path forward and pay-for-performance objectives, and to promote long-term shareholder value creation. The Compensation Committee reviewed the Corporation's executive pay-for-performance alignment in consultation with the Compensation Consultant and concluded that our 2018 executive compensation program was well-aligned with Celestica's performance.


Celestica's Journey


Throughout Celestica's 25 year history, we have remained focused on providing our customers with innovative solutions and superior service. In 2018, Celestica continued on a multi-year journey of strategic transformation designed to drive long-term revenue diversification and profitable growth, which we believe will generate long-term shareholder value. We believe the Corporation has made solid progress executing its strategy over the past year despite a constrained materials environment and pressured capital equipment business. Under Mr. Mionis' leadership, Celestica is committed to continuing our efforts to drive our transformational roadmap and to tackle market disruptions. We believe these efforts will lead to increased revenue, earnings diversification and sustainable, profitable growth for our shareholders.

Progress We Made In 2018

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2018 Pay for Performance

The Compensation Committee believes that the Corporation's executive compensation program for 2018 demonstrated an appropriate pay-for-performance relationship and as such, established strong alignment between the interests of the Corporation's executives and its shareholders. In consideration of Celestica's 2018 performance, the Compensation Committee approved the following compensation decisions, which are described under Compensation Discussion and Analysis below:

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Checklist of Compensation Practices


We remain committed to developing executive compensation policies designed to serve the long-term interests of our shareholders.

 What We Do   What We Don't Do  
 
 Pay for performance   ü   No repricing of options   X  
 Focus on long-term compensation using a balanced mix of compensation elements   ü   No hedging or pledging by executives of equity securities   X  
 Compensation mix that recognizes that while long-term success is critical, annual performance and adequate fixed compensation are also essential   ü   No steep payout cliffs at certain performance levels that may encourage short-term business decisions to meet payout thresholds   X  
 Competitive payment practices   ü   No multi-year guarantees   X  
 Mitigate undue risk in compensation programs   ü   No uncapped incentive plans   X  
 Independent advisor   ü          
 Stress test compensation plan designs   ü          
 Apply stringent share ownership policies and post-employment hold period for the CEO's shares   ü          
 Clawback on incentive-based compensation   ü          
 Equity plans provide for change of control treatment for outstanding equity based on a "double trigger" requirement   ü          
 Set minimum corporate profitability requirements for CTI payments   ü          
 Establish caps on PSU payout factors   ü