Celestica Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine director nominees named in the proxy statement, each to hold office until the next annual meeting or until their successors are elected or appointed.

2. 2

   Approval of Appointment of Auditor and Authority of Board to Fix Auditor Remuneration

   ManagementBoard: FOR

   Approve the appointment of KPMG LLP as the auditor to hold office until the next annual meeting and authorize the Board to fix the auditor’s remuneration.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding advisory resolution to approve, on an advisory basis, the compensation paid to the Named Executive Officers as disclosed in the proxy statement (say-on-pay).

   More detail

   This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation disclosures and overall pay program for the Named Executive Officers (NEOs) as presented in the proxy. Management seeks this advisory approval to confirm shareholder support for the HRCC’s compensation framework, which emphasizes pay-for-performance through a mix of fixed salary, annual cash incentives (CTI) and long-term equity (RSUs and PSUs). Contextually, the Company delivered exceptional 2025 financial results — strong revenue growth, record adjusted operating margin and adjusted EPS, and significant free cash flow — leading to high incentive payouts (including 2023 PSUs vesting at 200% of target and a CPF of 185% for 2025). The HRCC highlights governance features designed to align pay and risk management: substantial at‑risk compensation, PSU structure tying payouts to multi-year adjusted EPS with a TSR modifier, clawback and recoupment policies, executive share ownership guidelines, and independent consultant review. The advisory vote is non-binding, but management will consider the outcome in future compensation decisions and shareholder engagement; historically the Company received very high support on say-on-pay (96.20% in 2025). The Board’s recommendation to vote FOR is premised on demonstrated pay-for-performance alignment in 2025, transparent disclosure, and retention/market-competitiveness considerations for key executives. Opponents could argue that large equity windfalls following exceptional stock performance warrant continued scrutiny of pay quantum and incentive design, but management points to caps, minimum profitability hurdles, pro-rating and the HRCC’s oversight as mitigating features. For sophisticated evaluation, the interplay of unusually strong share-price appreciation (large realized gains for executives), multi-year PSU metrics, and the advisory nature of the vote means investors should consider both absolute realized pay and the design/controls that link future pay to sustained company performance.

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When is the Celestica Inc 2026 annual meeting?

Celestica Inc (CLS) holds its 2026 annual shareholder meeting on Tuesday, May 19, 2026.

What is the record date for the Celestica Inc 2026 meeting?

The record date for the Celestica Inc 2026 meeting is Friday, March 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Celestica Inc's 2026 meeting?

The board is presenting 9 director nominees at the Celestica Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Celestica Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Celestica Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.