Celestica (CLS) Proxy Filing summary

Executive summary

• Achieved exceptional 2024 financial results, with 21% revenue growth and 78% increase in GAAP EPS, and named to the TSX30 for strong stock performance.

• Transitioned to U.S. GAAP reporting and ceased foreign private issuer status as of January 1, 2025.

• Board remains focused on sustainable growth, operational excellence, and responsible stewardship, with ongoing shareholder engagement initiatives.

• Welcomed new director Amar Maletira and recognized the retirement of Laurette Koellner after 15 years of service.

Voting matters and shareholder proposals

• Shareholders to vote on: election of eight directors, appointment of KPMG LLP as auditor, advisory vote on executive compensation, advisory vote on frequency of say-on-pay (recommended: one year), approval of 2025 Long Term Incentive Plan, and confirmation of By-Law 2 (Advance Notice for director nominations).

• Board recommends voting in favor of all proposals and for annual say-on-pay votes.

• Shareholders of record as of April 22, 2025, are eligible to vote at the hybrid meeting on June 17, 2025.

Board of directors and corporate governance

• Board is 100% independent except for the CEO; all committees are fully independent.

• Eight director nominees bring diverse expertise in technology, healthcare, legal, and finance; two are women (25%).

• Board composition and inclusion policy emphasizes diversity of skills, backgrounds, and perspectives.

• Annual board and director assessments, including external advisor review in 2024.

• Majority Voting Policy in place; directors must tender resignation if not supported by majority.

• Directors must meet share ownership guidelines within five years; all current directors in compliance.

• Board Chair and CEO roles are separated; Chair is independent.