Strong votes at Celestica (NYSE: CLS) 2026 meeting back directors, auditor and executive pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Celestica Inc. held its 2026 annual meeting of shareholders on May 19, 2026. A total of 75,880,933 common shares were present or represented by proxy, which was about 66.00% of the 114,969,189 common shares outstanding and entitled to vote as of March 27, 2026.
Shareholders elected nine director nominees, each receiving strong majority support, with most nominees receiving more than 94% of votes cast. They also approved the appointment of the auditor and authorized the board to fix its remuneration, and supported the advisory vote on named executive officer compensation.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.07, 8.01, 9.01
3 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares represented at meeting: 75,880,933 shares
Shares outstanding eligible to vote: 114,969,189 shares
Turnout percentage: 66.00%
+4 more
7 metrics
Shares represented at meeting
75,880,933 shares
Common shares present or by proxy at 2026 annual meeting
Shares outstanding eligible to vote
114,969,189 shares
Outstanding and entitled to vote as of March 27, 2026
Turnout percentage
66.00%
Percentage of outstanding voting shares represented at meeting
Auditor approval votes for
70,403,709 votes
Votes for appointment of auditor and board authority on remuneration
Say-on-pay votes for
68,478,147 votes
Advisory vote to approve named executive officer compensation
Director example support
99.86% votes for
Support level for director nominee Christopher W. Colpitts
Director votes for (Colpitts)
71,837,402 votes
Votes for Christopher W. Colpitts as director
Key Terms
Broker Non-Votes, advisory vote, Named Executive Officer Compensation, Inline XBRL, +1 more
5 terms
Broker Non-Votes financial
"Matter 1: Election of Directors ... Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"Matter 3: Advisory Vote to Approve Named Executive Officer Compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
Named Executive Officer Compensation financial
"Matter 3: Advisory Vote to Approve Named Executive Officer Compensation"
Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.
Inline XBRL technical
"104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
proxy statement regulatory
"described in further detail in the Company’s definitive proxy statement dated April 9, 2026"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________
FORM 8-K
________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2026
________________________________________________
(Exact name of registrant as specified in its charter)
________________________________________________
________________________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Zip Code) | ||||||||
| (Address of principal executive officers) | ||||||||
(416 ) 448-2211
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
________________________________________________
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) | ||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 19, 2026, Celestica Inc. (the “Company”), held its 2026 annual meeting of shareholders (the “Meeting”). A total of 75,880,933 of the Company’s common shares were present or represented by proxy at the meeting, representing approximately 66.00% of the Company’s 114,969,189 common shares that were outstanding and entitled to vote at the Meeting as of the record date of March 27, 2026. 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 9, 2026, 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 on April 9, 2026.
Matter 1: Election of Directors
Nominee | For | Withheld | Broker Non-Votes | ||||||||
Kulvinder (Kelly) Ahuja | 71,583,055 | 354,035 | 3,943,843 | ||||||||
Robert A. Cascella | 67,994,342 | 3,942,748 | 3,943,843 | ||||||||
Christopher W. Colpitts | 71,837,402 | 99,689 | 3,943,842 | ||||||||
Françoise Colpron | 67,276,010 | 4,661,081 | 3,943,842 | ||||||||
Jill Kale | 71,592,159 | 344,932 | 3,943,842 | ||||||||
Laurette T. Koellner | 66,610,878 | 5,326,212 | 3,943,843 | ||||||||
Amar Maletira | 70,781,945 | 1,155,147 | 3,943,841 | ||||||||
Robert A. Mionis | 68,015,476 | 3,921,616 | 3,943,841 | ||||||||
David Reeder | 71,778,785 | 158,305 | 3,943,843 | ||||||||
Matter 2: Approval of Appointment of Auditor and Authority of Board to Fix Auditor Remuneration
For | 70,403,709 | ||||
Withheld | 5,477,221 | ||||
Broker Non-Votes | 3 | ||||
Matter 3: Advisory Vote to Approve Named Executive Officer Compensation
For | 68,478,147 | ||||
Against | 2,539,538 | ||||
Abstain | 919,400 | ||||
Broker Non-Votes | 3,943,848 | ||||
Item 8.01. Other Events.
On May 19, 2026, 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 May 19, 2026 | ||||
| 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: May 19, 2026 | ||||||||
| By: | /s/ Douglas Parker | |||||||
| Name: Douglas Parker | ||||||||
| Title: Chief Legal Officer and Corporate Secretary | ||||||||
Exhibit 99.1
| FOR IMMEDIATE RELEASE | May 19, 2026 | ||||
Celestica Announces Election of Directors
TORONTO, Canada - Celestica Inc. (NYSE: CLS) (TSX: CLS), a global leader in data center infrastructure and advanced technology solutions, today announced, in accordance with the requirements of the Toronto Stock Exchange, that the nominees listed in its definitive proxy statement were elected as directors of the company at its Annual Meeting of Shareholders held earlier today.
On a vote by ballot, each of the following nine nominees proposed by management was elected as a director of Celestica:
| Nominee | Votes For | % Votes For | Votes Withheld | % Votes Withheld | ||||||||||
| Kulvinder (Kelly) Ahuja | 71,583,055 | 99.51% | 354,035 | 0.49% | ||||||||||
| Robert A. Cascella | 67,994,342 | 94.52% | 3,942,748 | 5.48% | ||||||||||
| Christopher W. Colpitts | 71,837,402 | 99.86% | 99,689 | 0.14% | ||||||||||
| Françoise Colpron | 67,276,010 | 93.52% | 4,661,081 | 6.48% | ||||||||||
| Jill Kale | 71,592,159 | 99.52% | 344,932 | 0.48% | ||||||||||
| Laurette T. Koellner | 66,610,878 | 92.60% | 5,326,212 | 7.40% | ||||||||||
| Amar Maletira | 70,781,945 | 98.39% | 1,155,147 | 1.61% | ||||||||||
| Robert A. Mionis | 68,015,476 | 94.55% | 3,921,616 | 5.45% | ||||||||||
| David Reeder | 71,778,785 | 99.78% | 158,305 | 0.22% | ||||||||||
About Celestica
Celestica is a technology leader dedicated to driving customer success and market advancements. With deep expertise in design, engineering, manufacturing, supply chain, and platform solutions, Celestica enables critical data center infrastructure for AI, cloud and hybrid cloud, and advances technologies in high-growth markets. With a talented team and a strategic global network, Celestica helps its customers achieve competitive advantages. For more information on Celestica, visit www.celestica.com. Our securities filings can be accessed at www.sedarplus.ca and www.sec.gov.
Contacts:
Celestica Global Communications (416) 448-2200 media@celestica.com | Celestica Investor Relations (416) 448-2211 clsir@celestica.com | ||||
FAQ
Were Celestica (CLS) director nominees elected at the 2026 annual meeting?
All nine Celestica director nominees were elected with substantial majorities. Votes for individual nominees generally exceeded 94%, with several, such as Christopher W. Colpitts and David Reeder, receiving more than 99% of votes cast in favor.
What was the result of Celestica (CLS) say-on-pay vote in 2026?
Celestica shareholders supported the advisory vote on named executive officer compensation. The resolution received 68,478,147 votes for, 2,539,538 votes against, and 919,400 abstentions, along with 3,943,848 broker non-votes recorded on this compensation matter.
Which Celestica (CLS) director received the highest support at the 2026 meeting?
Christopher W. Colpitts was among the most strongly supported directors, receiving 71,837,402 votes for, representing 99.86% of votes cast, with only 99,689 votes withheld. Several other nominees also received more than 99% support from voting shareholders.
Did Celestica (CLS) issue a press release on the 2026 voting results?
Celestica issued a press release on May 19, 2026, announcing the voting results from the annual meeting. This release, describing each director’s election outcomes, was filed as Exhibit 99.1 and is available through the company’s securities filings channels.