FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of May 2007
001-14832
(Commission File Number)
CELESTICA INC.
(Translation of registrant's name into English)
12 Concorde Place, 5th Floor
Toronto, Ontario
Canada M3C 3R8
(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 ý 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):
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):
Indicate by check mark whether by furnishing the information contained in this Form, is the registrant also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No ý
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
Celestica Inc.
Form 6-K
Month of May 2007
The following information filed with this Form 6-K is not incorporated by reference in Celestica's registration statements, the prospectuses included therein, and any registration statement subsequently filed by Celestica with the Securities and Exchange Commission:
Exhibits
99.1 Report of Voting Results
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: May 30, 2007 |
By: |
/s/ ELIZABETH L. DELBIANCO Elizabeth L. DelBianco Chief Legal Officer |
99.1 Report of Voting Results
Celestica Inc.
Annual Meeting of Shareholders
April 26, 2007
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 12, 2007. | Carried See Schedule "A" hereto for the Scrutineers' Report on the ballot. | ||
2. |
Appointment of KPMG LLP as the auditors of the Company until the next annual meeting of the Company's shareholders or until their successor are duly appointed and to authorize the directors to fix their remuneration. |
Carried See Schedule "A" hereto for a report on proxies. |
||
3. |
Adoption of the resolution set out in the Section "Amendments to Long Term Incentive Plan" in the Management Information Circular of the Company dated March 12, 2007 approving amendments to the Long Term Incentive Plan of the Company. |
Carried See Schedule "A" hereto for a report on proxies. |
DATED this 7th day of May, 2007.
CELESTICA INC. | |||
By: |
/s/ ELIZABETH DELBIANCO Name: Elizabeth DelBianco Title: SVP HR & Chief Legal Officer |
Schedule "A"
CELESTICA INC.
ANNUAL MEETING OF SHAREHOLDERS
HELD ON APRIL 26, 2007
SCRUTINEERS' REPORT
|
MULTIPLE VOTING |
SUBORDINATE VOTING |
|||
---|---|---|---|---|---|
Number of registered shareholders and proxyholders present in person: | 0 | 10 | |||
Shares represented by shareholders and proxyholders present in person: | 0 | 20,357 | |||
Number of shareholders represented by management proxies: | 2 | 271 | |||
Shares represented by management proxies: | 29,637,316 | 114,581,169 | |||
Total shares represented at the meeting: | 29,637,316 | 114,601,526 | |||
Percentage of issued and outstanding represented at the meeting: | 100.00 | % | 57.69 | % | |
Combined total shares percentage: | 63.18% |
IRENE ZELMAN SCRUTINEER |
MARG FONG SCRUTINEER |
The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered shareholders (and voting instruction forms returned directly to us by non-objecting beneficial holders, if applicable) combined with unaudited reports of beneficial holder voting supplied by one or more third parties. As such we are only responsible for and warrant the accuracy of our own tabulation. Computershare is not responsible for and does not warrant the accuracy of the unaudited reports of beneficial holders supplied by third parties.
If Computershare has mailed voting instruction forms directly to non-objecting beneficial holders on behalf of issuers, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. As Computershare has no direct access to intermediary records, Computershare is unable to reconcile the details of non-objecting beneficial ownership as provided to us with the details of intermediary positions within the records of the Canadian Depository for Securities. In some cases, insufficient shares may be held within intermediary positions at the Depository as at record date to support the shares represented by voting instruction forms received directly from non-objecting beneficial holders or returned to us by third parties. In these cases, overvoting rules are applied as directed by the Chair.
In addition, acting on the instructions of the Chair of the meeting, we may have included in our report on attendance, the details of beneficial holders attending in person, whose ownership we cannot directly confirm or verify but which may be supported by documentation such as a voting instruction form supplied by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the instructions from the Chair, delivery of which to Computershare is hereby acknowledged by the recipient of this report, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.
CELESTICA INC.
ANNUAL MEETING OF SHAREHOLDERS
HELD ON APRIL 26, 2007
REPORT ON BALLOT
MOTION #1 Election of Directors.
|
TOTAL VOTES |
MARKET INVESTOR VOTES* |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
FOR |
% |
WITHHELD |
% |
FOR |
% |
WITHHELD |
% |
||||||||
Robert L. Crandall | 854,516,489 | 99.88% | 1,008,708 | 0.12% | 111,227,484 | 99.10% | 1,008,708 | 0.90% | ||||||||
William A. Etherington | 853,299,686 | 99.74% | 2,225,511 | 0.26% | 110,010,681 | 98.02% | 2,225,511 | 1.98% | ||||||||
Richard S. Love | 854,853,183 | 99.92% | 672,014 | 0.08% | 111,564,178 | 99.40% | 672,014 | 0.60% | ||||||||
Anthony R. Melman | 851,187,346 | 99.51% | 4,218,322 | 0.49% | 107,898,341 | 96.24% | 4,128,322 | 3.76% | ||||||||
Gerald W. Schwartz | 853,402,327 | 99.75% | 2,122,870 | 0.25% | 110,113,322 | 98.11% | 2,122,870 | 1.89% | ||||||||
Charles W. Szuluk | 854,630,259 | 99.90% | 894,938 | 0.10% | 111,341,254 | 99.20% | 894,938 | 0.80% | ||||||||
Don Tapscott | 854,649,192 | 99.90% | 876,005 | 0.10% | 111,360,187 | 99.22% | 876,005 | 0.78% |
*Market Investor Votes are the votes cast by shareholders other than the controlling shareholder and its associates.
IRENE ZELMAN SCRUTINEER |
MARG FONG SCRUTINEER |
COMPUTERSHARE INVESTOR SERVICES INC.
The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered shareholders (and voting instruction forms returned directly to us by non-objecting beneficial holders, if applicable) combined with unaudited reports of beneficial holder voting supplied by one or more third parties. As such we are only responsible for and warrant the accuracy of our own tabulation. Computershare is not responsible for and does not warrant the accuracy of the unaudited reports of beneficial holders supplied by third parties.
If Computershare has mailed voting instruction forms directly to non-objecting beneficial holders on behalf of issuers, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. As Computershare has no direct access to intermediary records, Computershare is unable to reconcile the details of non-objecting beneficial ownership as provided to us with the details of intermediary positions within the records of the Canadian Depository for Securities. In some cases, insufficient shares may be held within intermediary positions at the Depository as at record date to support the shares represented by voting instruction forms received directly from non-objecting beneficial holders or returned to us by third parties. In these cases, overvoting rules are applied as directed by the Chair.
In addition, acting on the instructions of the Chair of the meeting, we may have included in our report on attendance, the details of beneficial holders attending in person, whose ownership we cannot directly confirm or verify but which may be supported by documentation such as a voting instruction form supplied by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the instructions from the Chair, delivery of which to Computershare is hereby acknowledged by the recipient of this report, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.
CELESTICA INC.
ANNUAL MEETING OF SHAREHOLDERS
HELD ON APRIL 26, 2007
REPORT ON PROXIES
Of the proxies received, the following votes were voted For/Withhold/Against:
2. | Appointment of KPMG LLP as auditor and authorization of the Board of Directors of Celestica Inc. to fix the remuneration of the auditor. | For | 855,332,806 | Withhold | 177,263 | |||||
3. |
Adoption of the resolution set out in the section "Amendments to Long Term Incentive Plan" in the Management Information Circular of Celestica Inc. dated March 12, 2007, approving amendments to the Long Term Incentive Plan of Celestica Inc. |
For |
826,609,514 |
Against |
15,237,714 |
Irene Zelman Scrutineer |
||
Marg Fong Scrutineer |
||
COMPUTERSHARE INVESTOR SERVICES INC. |
The information that you are accessing on this website may include forward-looking statements related to our future growth, trends in our industry, our financial and operational results and performance that are based on current expectations, forecast and assumptions involving risk and uncertainties that could cause actual outcomes and results to differ materially.