UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 17, 2025, Celestica Inc. (the “Company”), held its 2025 annual and special meeting of shareholders (the “Meeting”). A total of 83,954,535 of the Company’s common shares were present or represented by proxy at the meeting, representing approximately 73.01% of the Company’s 114,991,980 common shares that were outstanding and entitled to vote at the Meeting as of the record date of April 22, 2025. Set forth below are the matters acted upon by the Company’s shareholders at the Meeting, and the final voting results on each matter. Each of the matters are described in further detail in the Company’s definitive proxy statement dated April 29, 2025, filed with the Securities and Exchange Commission (the “SEC”) via EDGAR on the SEC’s website at www.sec.gov, and with the applicable Canadian regulatory authorities via SEDAR+ at www.sedarplus.ca.
Matter 1: Election of Directors
| Nominee | For | Withheld | Broker Non-Votes | ||||||
| Kulvinder (Kelly) Ahuja | 69,261,385 | 2,651,589 | 12,041,322 | ||||||
| Robert A. Cascella | 68,052,645 | 3,860,329 | 12,041,322 | ||||||
| Françoise Colpron | 66,527,817 | 5,385,157 | 12,041,322 | ||||||
| Jill Kale | 71,011,261 | 901,713 | 12,041,322 | ||||||
| Amar Maletira | 71,605,054 | 307,920 | 12,041,322 | ||||||
| Robert A. Mionis | 71,828,648 | 84,326 | 12,041,322 | ||||||
| Luis A. Müller | 68,635,849 | 3,277,125 | 12,041,322 | ||||||
| Michael M. Wilson | 67,237,060 | 4,675,914 | 12,041,322 |
Matter 2: Approval of Appointment of Auditor and Authority of Board to Fix Auditor Remuneration
| For | 78,506,133 | |||
| Withheld | 5,448,161 | |||
| Broker Non-Votes | 2 |
Matter 3: Advisory Vote to Approve Named Executive Officer Compensation
| For | 69,181,846 | |||
| Against | 2,321,266 | |||
| Abstain | 409,859 | |||
| Broker Non-Votes | 12,041,325 |
Matter 4: Advisory Vote on the Frequency of Executive Compensation Advisory Vote
| One Year | 68,943,480 | |||
| Two Years | 248,647 | |||
| Three Years | 2,439,524 | |||
| Abstain | 274,490 | |||
| Broker Non-Votes | 12,041,785 |
Matter 5: Approval of the 2025 Long Term Incentive Plan
| For | 67,695,109 | |||
| Against | 2,777,570 | |||
| Abstain | 1,440,290 | |||
| Broker Non-Votes | 12,041,327 |
Matter 6: Adoption of By-Law 2 (Advance Notice)
| For | 71,519,361 | |||
| Against | 133,275 | |||
| Abstain | 260,327 | |||
| Broker Non-Votes | 12,041,323 |
| Item 8.01 | Other Events. |
On June 17, 2025, the Company issued a press release announcing the voting results from the Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release of the Company dated June 17, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| Celestica Inc. | ||
| Date: June 18, 2025 | ||
| By: | /s/ Douglas Parker | |
| Name: Douglas Parker | ||
| Title: Chief Legal Officer and Corporate Secretary | ||