Celestica Inc. Files 8-K with Corporate Updates

TL;DR

Celestica filed an 8-K on Jan 29th covering bylaws, nominations, and other events. Stay tuned.

AI Summary

Celestica Inc. filed an 8-K on January 31, 2025, reporting events that occurred on January 29, 2025. The filing indicates changes to its Articles of Incorporation or Bylaws, shareholder nominations, Regulation FD disclosures, and other events, including financial statements and exhibits. The company is incorporated in Ontario and its principal executive offices are located in Toronto, Canada.

Why It Matters

This 8-K filing signals important corporate governance and disclosure updates for Celestica Inc., which could affect investor understanding of the company's structure and recent communications.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate events and does not appear to contain material adverse information.

Key Players & Entities

• Celestica Inc. (company) — Registrant
• January 29, 2025 (date) — Earliest event reported
• January 31, 2025 (date) — Filing date
• Toronto, Ontario, Canada (location) — Principal executive offices

FAQ

Filing Documents

• tm254558d1_8k.htm (8-K) — 40KB
• tm254558d1_ex3-1.htm (EX-3.1) — 30KB
• tm254558d1_ex99-1.htm (EX-99.1) — 12KB
• tm254558d1_ex99-1img001.jpg (GRAPHIC) — 9KB
• 0001104659-25-007666.txt ( ) — 280KB
• cls-20250129.xsd (EX-101.SCH) — 3KB
• cls-20250129_lab.xml (EX-101.LAB) — 33KB
• cls-20250129_pre.xml (EX-101.PRE) — 22KB
• tm254558d1_8k_htm.xml (XML) — 4KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 29, 2025, the Board of Directors (the " Board ") of Celestica Inc., an Ontario corporation (the " Company "), approved and adopted By-Law 2 of the Company, relating to the advance notice procedural requirements for the nomination of the directors of the Company (the " Advance Notice By-Law "), effective immediately. Holders of common shares of the Company (the " Shareholders ") will be asked to confirm the adoption of the Advance Notice By-Law at the Company's 2025 Annual Meeting (as defined below). If the adoption of the Advance Notice By-Law is not confirmed by an ordinary resolution at the 2025 Annual Meeting, it will be of no further force and effect and will terminate immediately. The purpose of the Advance Notice By-Law is to provide Shareholders, directors and management of the Company with a clear framework respecting the nomination of persons for election as directors. The Advance Notice By-Law fixes a deadline by which Shareholders must submit nominations for election of directors prior to any annual or special meeting of Shareholders, and sets forth the information that a Shareholder must include in the notice to the Company in order for a nominee to be eligible for election as director. Among other things, the Advance Notice By-Law provides that Shareholders seeking to nominate, in compliance with the Advance Notice By-Law, candidates for election as directors must give timely notice in writing to the Company's Corporate Secretary. To be timely, such notice must be received by the Company's Corporate Secretary (i) in the case of an annual meeting (including an annual and special meeting) of Shareholders, not less than 30 days prior to the date of the meeting; provided, however, that in the event that the meeting is to be held on a date that is less than 50 days after the date (the " Notice Date ") on which the first public announcement of the date of the me

08 Shareholder

Item 5.08 Shareholder Director Nominations. The information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08, to the extent applicable.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 30, 2024, the Company issued a press release relating to the matters described in Item 5.03 and Item 8.01 of this Current Report on Form 8-K. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished to the Securities and Exchange Commission (" SEC ") and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the " Securities Act "), or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Other Events

Item 8.01. Other Events. The Company currently intends to hold its Annual and Special Meeting of Shareholders (the " 2025 Annual Meeting ") on June 17, 2025, at 9:30 a.m. EDT in a hybrid format with further details to be provided in the Company's upcoming definitive proxy statement related to the 2025 Annual Meeting. The Company has set April 22, 2025 as the record date for determining shareholders of the Company who are entitled to receive notice of, and to vote, at the 2025 Annual Meeting. Under the rules of the SEC, the Company has set February 24, 2025 as the deadline for submitting a shareholder proposal for inclusion in the Company's proxy materials for the 2025 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials. Accordingly, in order for such a shareholder proposal to be considered for inclusion in the Company's proxy materials for the 2025 Annual Meeting, the proposal must be received by the Corporate Secretary of the Company at the Company's principal executive offices at 5140 Yonge Street, Suite 1900, Toronto, Ontario, Canada M2N 6L7 no later than such date, and comply with the procedures and requirements set forth in Rule 14a-8. In accordance with the advance notice requirements contained in the Advance Notice By-Law, Shareholders must deliver a notice to the Company's Corporate Secretary no later than the close of business on May 8, 2025 in order for a director nominee nominated by any such Shareholder pursuant to the Advance Notice By-Law to be eligible for election at the 2025 Annual Meeting. Any such Shareholder notice must comply with the requirements of the Advance Notice By-Law and will not be effective otherwise. In addition to satisfying the requirements contained in the Advance Notice By-Law, to comply with the SEC's universal proxy rules, Shareholders who intend to solicit proxies in support of director nomin

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 3.1 Advance Notice By-Law, effective January 29, 2025 99.1 Press Release of the Company dated January 30, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: January 30, 2025 By: /s/ Douglas Parker Name: Douglas Parker Title: Chief Legal Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR