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CELESTICA INC

For the period ended Dec 31, 2024. Filed Apr 29, 2025.

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About this filing

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

CLS$206.68+0.5%Stored close · as of Nov 6, 2026
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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:
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting 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):
xNo fee required.
oFee paid previously with preliminary materials.
oFee 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 BOARDi
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF CELESTICA INCiii
HIGHLIGHTSiv
PROXY STATEMENT1
About the Information in this Proxy Statement1
Receipt of Financial Statements4
Security Ownership of Certain Beneficial Owners and Management4
Matter 1: Election of Directors6
Election of Directors6
Director Compensation12
Directors’ Fees Earned in 202413
Directors Share Ownership Guidelines15
Corporate Governance15
Board of Directors16
Committees of the Board18
Orientation and Continuing Education21
Director Criteria and Nomination Process23
Director Assessments24
Governance Policies and Practices25
ESG Matters28
ESG Oversight28
Environmental Sustainability29
Human Capital Management29
Shareholder Engagement and Outreach30
External Recognition31
Matter 2: Approval of Appointment of Auditor and Authority of Board to Fix Auditor Remuneration33
Audit Committee Report34
2024 Voting Results35
Matter 3: Advisory Vote to Approve Named Executive Officer Compensation35
HRCC Letter To Shareholders37
Compensation Committee Report39
Compensation Discussion and Analysis40
Compensation Objectives42
Compensation Elements for the Named Executive Officers47
Employment Agreements and Offer Letters51
Insider Trading Policy52
Anti-Hedging and Anti-Pledging Policy52
Clawback and Recoupment Policies52
Executive Share Ownership53
2024 Compensation Decisions54
Compensation of Named Executive Officers61
Summary Compensation Table61
Grant of Plan-Based Awards62
Outstanding Equity Awards at Fiscal Year-End62
Option Exercises and Stock Vested in 202464
Defined Contribution Plans64
Nonqualified Deferred Compensation in 202465
Equity Compensation Plans65
Termination of Employment and Change in Control Arrangements with Named Executive Officers69
Pay versus Performance76
CEO Pay Ratio78
Matter 4: Advisory Vote on the Frequency of Executive Compensation Advisory Vote79
Matter 5: Approval of the 2025 Long Term Incentive Plan80
Matter 6: Adoption of By-Law 287
Date of Submission of Shareholder Proposals and Director Nominations88
General Information About the Meeting89
Certificate95
Appendix A - Board of Directors MandateA-1
Appendix B - 2025 Long Term Incentive PlanB-1
Appendix C - By-Law 2C-1
Appendix D - Non-GAAP Financial MeasuresD-1

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.