FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

 

For the month of April, 2024

 

001-14832

(Commission File Number)

 

 

CELESTICA INC.

(Translation of registrant’s name into English)

 

 

5140 Yonge Street, Suite 1900

Toronto, Ontario

Canada M2N 6L7

(416) 448-5800

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F  x

Form 40-F  ¨

 

Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

 

Furnished Herewith (and incorporated by reference herein)

 

Exhibit No.		Description
99.1		Report of Voting Results from the Annual and Special Meeting of Shareholders held on April 25, 2024
99.2		Press release, dated April 25, 2024

 

The information contained in Exhibits 99.1 and 99.2 of this Form 6-K is not incorporated by reference into any registration statement (or into any prospectus that forms a part thereof) filed by Celestica Inc. with the Securities and Exchange Commission.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: April 25, 2024

CELESTICA INC.

 

	By:	/s/ Douglas Parker
		Douglas Parker
		Chief Legal Officer and Corporate Secretary

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Report of Voting Results from the Annual and Special Meeting of Shareholders held on April 25, 2024
99.2		Press release, dated April 25, 2024

 

 

 

Exhibit 99.1

 

Celestica Inc.

 

Annual and Special Meeting of Shareholders

 

April 25, 2024

 

REPORT OF VOTING RESULTS

National Instrument 51-102 – Continuous Disclosure Obligations

Section 11.3

 

Matters Voted Upon

 

Business	Outcome of Vote
1.           Election of each director nominee proposed in the Management Information Circular of the Company dated March 8, 2024, to hold office until the close of the next annual meeting of the Company’s shareholders or until the director’s successor is elected or appointed, unless such office is earlier vacated in accordance with the Company’s by-laws:	Each nominee was elected as a director of the Company.

 

Nominee		Votes For				% Votes For				Votes Withheld				% Votes Withheld
Kulvinder (Kelly) Ahuja			83,255,455				99.19	%			676,581				0.81	%
Robert A. Cascella			79,234,911				94.40	%			4,697,125				5.60	%
Deepak Chopra			82,921,882				98.80	%			1,010,154				1.20	%
Françoise Colpron			83,017,909				98.91	%			914,127				1.09	%
Jill Kale			83,125,894				99.04	%			806,142				0.96	%
Laurette T. Koellner			77,101,548				91.86	%			6,830,487				8.14	%
Robert A. Mionis			83,851,612				99.90	%			80,423				0.10	%
Luis A. Müller			82,909,580				98.78	%			1,022,456				1.22	%
Michael M. Wilson			81,673,082				97.31	%			2,258,954				2.69	%

 

2.           Appointment of KPMG LLP as the auditor of the Company, to hold office until the close of the next annual meeting of the Company’s shareholders or until its successor is duly appointed.			Approved.
Votes For	% Votes For	Votes Withheld	% Votes Withheld
88,267,283	95.73%	3,938,734	4.27%

 

 

Business			Outcome of Vote
3.           Authorization of the Company’s board of directors to fix the remuneration to be paid to the Company’s auditor.			Approved.
Votes For	% Votes For	Votes Against	% Votes Against
90,075,981	97.69%	2,130,037	2.31%
4.           Approval of advisory resolution on the Company’s approach to executive compensation.			Approved.
Votes For	% Votes For	Votes Against	% Votes Against
78,475,630	93.50%	5,459,992	6.50%
5.           Approval of the articles of amendment removing provisions concerning the Company’s multiple voting shares and redesignating the Company’s subordinate voting shares as common shares.			Approved.
Votes For	% Votes For	Votes Against	% Votes Against
83,815,810	99.86%	119,813	0.14%
6.           Confirmation of the amendment and restatement of the Company’s by-law 1 to remove the Canadian residency requirements for directors.			Confirmed.
Votes For	% Votes For	Votes Against	% Votes Against
83,805,819	99.85%	129,782	0.15%

 

 

 

 

 

Exhibit 99.2

 

 

 

FOR IMMEDIATE RELEASE

April 25, 2024

 

Celestica Announces Election of Directors

and Approval to Proceed with Share Reclassification

 

TORONTO, Canada - Celestica Inc. (NYSE, TSX: CLS), a leader in design, manufacturing and supply chain solutions for the world’s most innovative companies, today announced, in accordance with the requirements of the Toronto Stock Exchange, that the nominees listed in its management information circular were elected as directors of the company at its Annual and Special Meeting of Shareholders held earlier today.

 

On a vote by ballot, each of the following nine nominees proposed by management was elected as a director of Celestica:

 

Nominee		Votes For				% Votes For				Votes Withheld				% Votes Withheld
Kulvinder (Kelly) Ahuja			83,255,455				99.19	%			676,581				0.81	%
Robert A. Cascella			79,234,911				94.40	%			4,697,125				5.60	%
Deepak Chopra			82,921,882				98.80	%			1,010,154				1.20	%
Françoise Colpron			83,017,909				98.91	%			914,127				1.09	%
Jill Kale			83,125,894				99.04	%			806,142				0.96	%
Laurette T. Koellner			77,101,548				91.86	%			6,830,487				8.14	%
Robert A. Mionis			83,851,612				99.90	%			80,423				0.10	%
Luis A. Müller			82,909,580				98.78	%			1,022,456				1.22	%
Michael M. Wilson			81,673,082				97.31	%			2,258,954				2.69	%

 

Celestica also announced that the resolution regarding the articles of amendment removing provisions concerning Celestica’s multiple voting shares and redesignating Celestica’s subordinate voting shares as common shares was approved at the Annual and Special Meeting of Shareholders. Celestica will be proceeding with the removal of the multiple voting shares and with the reclassification of the subordinate voting shares to common shares.

 

About Celestica

 

Celestica enables the world's best brands. Through our recognized customer-centric approach, we partner with leading companies in Aerospace and Defense, Communications, Enterprise, HealthTech, Industrial, and Capital Equipment to deliver solutions for their most complex challenges. As a leader in design, manufacturing, hardware platform and supply chain solutions, Celestica brings global expertise and insight at every stage of product development - from the drawing board to full-scale production and after-market services. With talented teams across North America, Europe and Asia, we imagine, develop and deliver a better future with our customers. For more information on Celestica, visit www.celestica.com. Our securities filings can be accessed at www.sedarplus.com and www.sec.gov.

 

Contacts:

 

Celestica Global Communications	Celestica Investor Relations
(416) 448-2200	(416) 448-2211
media@celestica.com	clsir@celestica.com