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, 2020

 

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  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)(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

 

Press Release, dated March 30, 2020, announcing a change in location for the 2020 Annual Meeting of Shareholders

99.2

 

Amended and Restated Notice of Annual Meeting of Shareholders of Celestica Inc.

 

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.

 

2


 

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: March 30, 2020

CELESTICA INC.

 

 

 

 

 

 

 

By:

/s/ Elizabeth L. DelBianco

 

 

Elizabeth L. DelBianco

 

 

Chief Legal and Administrative Officer

 

3


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Press Release, dated March 30, 2020, announcing a change in location for the 2020 Annual Meeting of Shareholders

99.2

 

Amended and Restated Notice of Annual Meeting of Shareholders of Celestica Inc.

 

4


Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

March 30, 2020

 

Celestica Announces Change of Location for 2020 Annual Shareholders’ Meeting

 

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 that due to public health and safety concerns related to the coronavirus disease 2019 (COVID-19) situation the location of the Annual Meeting of Shareholders of Celestica has been changed to the company’s head office at 5140 Yonge Street, Suite 1900, Toronto, Ontario. As previously announced, the meeting will be held on Wednesday, April 29, 2020 at 9:30 a.m. EDT.

 

Due to government orders concerning the maximum size of public gatherings or otherwise, the Corporation may be unable to admit shareholders to the meeting.  Shareholders planning to attend the meeting should check applicable governmental websites and the Corporation’s website prior to the meeting for the most current information and instructions. All shareholders, including those having any concerns about, or restrictions on, traveling or congregating can view a live webcast of the meeting online at www.celestica.com. Shareholders are encouraged to vote in advance of the meeting by completing, signing, dating and returning the previously provided form of proxy by mail or by following the instructions for voting by telephone or internet in the form of proxy.  Only shareholders of record at the close of business on March 13, 2020 will be entitled to vote on the meeting business. PLEASE NOTE: Although management will respond to questions by way of the live webcast following the formal proceedings at the meeting, there will not be an investor presentation by management.

 

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, capital equipment, and energy 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 further information on Celestica, visit www.celestica.com. Our securities filings can be accessed at www.sedar.com and www.sec.gov.

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release contains forward-looking statements, including with respect to our 2020 Annual Meeting of Shareholders. For those statements, we claim the protection of the safe harbor for forward looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995, and in applicable Canadian securities laws. Such forward-looking statements are based on management’s current expectations, which are subject to risks, uncertainties and other factors that could cause actual outcomes and results to differ materially from those expressed in such statements. For identification and discussion of such factors, and the material assumptions on

 


 

which such forward-looking statements are based, please refer to the company’s various public filings, including its most current Annual Report on Form 20-F, which can be accessed at www.sec.gov and www.sedar.com. Forward-looking statements provide information about management’s current expectations and plans relating to the future, and are not guarantees of future actions, events or outcomes.  We assume no obligation to update any forward-looking statement, except as required by applicable law.

 

Contacts:

Celestica Global Communications

Celestica Investor Relations

(416) 448-2200

(416) 448-2211

media@celestica.com

clsir@celestica.com

 


Exhibit 99.2

 

AMENDED AND RESTATED NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS OF CELESTICA INC.

 

The Annual Meeting of Shareholders (the ‘‘Meeting’’) of CELESTICA INC. (the ‘‘Corporation’’ or ‘‘Celestica’’) will now be held at the Corporation’s head office at 5140 Yonge Street, Suite 1900, Toronto, Ontario (the “Meeting Location”), on Wednesday the 29th day of April, 2020 at 9:30 a.m. EDT for the following purposes (the “Meeting Business”):

 

·       to receive and consider the financial statements of the Corporation for its financial year ended December 31, 2019, together with the report of the auditor thereon;

 

·       to elect the directors for the ensuing year;

 

·       to appoint the auditor for the ensuing year;

 

·       to authorize the directors to fix the auditor’s remuneration;

 

·       to approve an advisory resolution on the Corporation’s approach to executive compensation; and

 

·       to transact such other business as may properly be brought before the Meeting and any adjournment(s) or postponement(s) thereof.

 

This Amended and Restated Notice of Meeting supersedes the original Notice of Meeting dated March 12, 2020. No changes have been made to the date and time of the Meeting, the business of the Meeting, the record date for the Meeting or the deadline for submitting proxies.  Note that the Corporation’s management information circular filed under the Corporation’s profile on SEDAR at www.sedar.com on March 16, 2020 will not be updated to reflect the change in location of the Meeting.

 

The Corporation is actively monitoring the coronavirus disease 2019 (COVID-19) situation and is sensitive to the public health and travel concerns shareholders may have and the protocols that federal, provincial, and local governments have and may further impose. While the Corporation plans to take prudent precautions in the holding of the Meeting, it cannot guarantee that the effectiveness of any such precautions will be absolute.

 

If, for reasons beyond the control of the Corporation, the Corporation shall determine that it has become impractical or impermissible to hold the Meeting at the Meeting Location, the Meeting shall be adjourned to the Regus Meeting Room, 4711 Yonge Street, 10th Floor, Toronto, Ontario on Wednesday the 29th day of April, 2020 at 10:30 a.m. EDT for the purposes of conducting the Meeting Business.  Notice of any such adjournment will be provided as far in advance of the Meeting as practicable by press release and on the Corporation’s website at www.celestica.com, however, given the context of ever-evolving facts and circumstances, prior notice of such adjournment of the Meeting may need to be given as late as the day of the Meeting.

 

Given the context of the COVID-19 situation, the Corporation’s Board of Directors, auditors and other advisors do not plan on attending, and in some cases are not permitted to cross international borders for the purpose of attending, at the Meeting and, due to government orders concerning the maximum size of public gatherings or otherwise, the Corporation may be unable to admit shareholders to the Meeting.  Shareholders planning to attend the Meeting should check applicable governmental websites and the Corporation’s website prior to the Meeting for the most current information and instructions. All shareholders, including those having any concerns about, or that are subject to restrictions on, traveling or congregating can view a live webcast of the Meeting online www.celestica.com. Shareholders are encouraged to vote in advance of the Meeting by completing, signing, dating and returning the previously provided form of proxy by mail or by following the instructions for voting by telephone or internet in the form of proxy.  Only shareholders of record at the close of business on March 13, 2020 will be entitled to vote on the Meeting Business. PLEASE NOTE: Although management will respond to questions by way of the live webcast following the formal proceedings at the Meeting, there will not be an investor presentation by management.

 

DATED at Toronto, Ontario this 30th day of March, 2020.

 


 

By Order of the Board of Directors

 

 

 

 

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 2019 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.