CELESTICA INC
For the period ended Dec 31, 2024. Filed Apr 29, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Apr 29, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. _)
| Filed by the Registrant x | ||
| Filed by a Party other than the Registrant o | ||
| Check the appropriate box: | ||
| o | Preliminary Proxy Statement | |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| x | Definitive Proxy Statement | |
| o | Definitive Additional Materials | |
| o | Soliciting Material under §240.14a-12 | |
| Celestica Inc. | ||
|---|---|---|
| (Name of Registrant as Specified in its Charter) | ||
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||
| Payment of Filing Fee (Check all boxes that apply): | ||
| x | No fee required. | |
| o | Fee paid previously with preliminary materials. | |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
NOTICE OF MEETING
AND
PROXY STATEMENT
FOR THE ANNUAL AND
SPECIAL MEETING OF
SHAREHOLDERS
TO BE HELD ON
JUNE 17, 2025
MESSAGE FROM THE CHAIR OF THE BOARD
Dear Shareholders,
Celestica delivered exceptional financial results in 2024, reflecting strong execution by our entire team. Our performance translated into significant value creation for our shareholders, with robust stock performance throughout the year and having been named to the TSX30 for our strong performance on the Toronto Stock Exchange. These results underscore our goal of driving sustainable growth, operational excellence and maintaining long-term financial strength. The Board remains deeply engaged in overseeing the company’s strategy, which helps to ensure that we continue to build leading-edge capabilities and deliver innovative solutions. We also strive for strong governance and responsible corporate stewardship that aligns with our long-term sustainability initiatives.
The Board also recognizes the importance of consistent engagement with shareholders, and we continued our shareholder engagement initiative for the fourth consecutive year. We received important feedback about our executive compensation philosophy and pay-for-performance strategy, as well as insights on succession planning and Board composition.
I welcome and encourage you to attend our 2025 Annual and Special Meeting of Shareholders on June 17, 2025 at 9:30 a.m. EDT. As this will be a hybrid meeting, you will have the choice to attend the Meeting in person or virtually. I encourage you to read the attached Proxy Statement and vote your shares in support of the Board’s recommendations on each proposal. Our Annual Report is also available on our website at www.celestica.com/shareholder-documents. All of our financial results, including historical comparisons, are now being reported in accordance with U.S. Generally Accepted Accounting Principles (GAAP), having transitioned from previously being reported under International Financial Reporting Standards (IFRS).
I would like to personally thank Laurette Koellner for her more than 15 years of service on our Board. On behalf of the Board, I’m pleased to welcome Amar Maletira to the Board. He is standing for election by shareholders for the first time at the Meeting.
Thank you to our shareholders for your continued support and investment in Celestica.
Yours sincerely,
Michael M. Wilson
Chair of the Board
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| MESSAGE FROM THE CHAIR OF THE BOARD | i |
|---|---|
| NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF CELESTICA INC | iii |
| HIGHLIGHTS | iv |
| PROXY STATEMENT | 1 |
| About the Information in this Proxy Statement | 1 |
| Receipt of Financial Statements | 4 |
| Security Ownership of Certain Beneficial Owners and Management | 4 |
| Matter 1: Election of Directors | 6 |
| Election of Directors | 6 |
| Director Compensation | 12 |
| Directors’ Fees Earned in 2024 | 13 |
| Directors Share Ownership Guidelines | 15 |
| Corporate Governance | 15 |
| Board of Directors | 16 |
| Committees of the Board | 18 |
| Orientation and Continuing Education | 21 |
| Director Criteria and Nomination Process | 23 |
| Director Assessments | 24 |
| Governance Policies and Practices | 25 |
| ESG Matters | 28 |
| ESG Oversight | 28 |
| Environmental Sustainability | 29 |
| Human Capital Management | 29 |
| Shareholder Engagement and Outreach | 30 |
| External Recognition | 31 |
| Matter 2: Approval of Appointment of Auditor and Authority of Board to Fix Auditor Remuneration | 33 |
| Audit Committee Report | 34 |
| 2024 Voting Results | 35 |
| Matter 3: Advisory Vote to Approve Named Executive Officer Compensation | 35 |
| HRCC Letter To Shareholders | 37 |
| Compensation Committee Report | 39 |
| Compensation Discussion and Analysis | 40 |
| Compensation Objectives | 42 |
| Compensation Elements for the Named Executive Officers | 47 |
| Employment Agreements and Offer Letters | 51 |
| Insider Trading Policy | 52 |
| Anti-Hedging and Anti-Pledging Policy | 52 |
| Clawback and Recoupment Policies | 52 |
| Executive Share Ownership | 53 |
| 2024 Compensation Decisions | 54 |
| Compensation of Named Executive Officers | 61 |
| Summary Compensation Table | 61 |
| Grant of Plan-Based Awards | 62 |
| Outstanding Equity Awards at Fiscal Year-End | 62 |
| Option Exercises and Stock Vested in 2024 | 64 |
| Defined Contribution Plans | 64 |
| Nonqualified Deferred Compensation in 2024 | 65 |
| Equity Compensation Plans | 65 |
| Termination of Employment and Change in Control Arrangements with Named Executive Officers | 69 |
| Pay versus Performance | 76 |
| CEO Pay Ratio | 78 |
| Matter 4: Advisory Vote on the Frequency of Executive Compensation Advisory Vote | 79 |
| Matter 5: Approval of the 2025 Long Term Incentive Plan | 80 |
| Matter 6: Adoption of By-Law 2 | 87 |
| Date of Submission of Shareholder Proposals and Director Nominations | 88 |
| General Information About the Meeting | 89 |
| Certificate | 95 |
| Appendix A - Board of Directors Mandate | A-1 |
| Appendix B - 2025 Long Term Incentive Plan | B-1 |
| Appendix C - By-Law 2 | C-1 |
| Appendix D - Non-GAAP Financial Measures | D-1 |
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