01—Abstract
Summary
Summary of the 8-K filed January 31, 2025. Cited figures are marked; the original filing is the authoritative source.
Celestica Inc. has filed an 8-K report detailing a significant amendment to its corporate governance procedures.
The company's Board of Directors has adopted a new Advance Notice By-Law, which establishes a formal framework for shareholders intending to nominate directors. This by-law requires timely written notice to be provided to the Corporate Secretary, outlining specific deadlines and information requirements for such nominations. The goal is to bring clarity and structure to the director nomination process, ensuring all parties are aware of the procedural requirements well in advance of shareholder meetings.
The adoption of this Advance Notice By-Law is subject to confirmation by ordinary resolution at Celestica's 2025 Annual Meeting of Shareholders, scheduled for June 17, 2025. If not confirmed, the by-law will cease to be effective. The filing also provides important dates for shareholders, including the record date for the annual meeting, the deadline for submitting shareholder proposals for inclusion in proxy materials, and the specific deadlines for director nominations under the new by-law.
02—Key points
Key Highlights
- Celestica Inc. adopted a new Advance Notice By-Law on January 29, 2025, to formalize director nomination procedures.
- The by-law requires shareholders to provide timely written notice and specific information when nominating director candidates.
- Shareholders will be asked to confirm the adoption of this by-law at the 2025 Annual Meeting of Shareholders.
- The 2025 Annual Meeting of Shareholders is scheduled for June 17, 2025.
- The record date for the 2025 Annual Meeting is April 22, 2025.
- The deadline for shareholder proposals to be included in proxy materials is February 24, 2025.
- Shareholder director nominations under the new by-law must be submitted by May 8, 2025, for eligibility at the 2025 Annual Meeting.
03—Questions
Frequently Asked Questions
What is the purpose of the new Advance Notice By-Law?
The Advance Notice By-Law is designed to provide a clear and structured framework for shareholders, directors, and management regarding the nomination of individuals for election as directors. It establishes specific deadlines and information requirements for shareholders wishing to nominate candidates.
When does the Advance Notice By-Law take effect, and is it permanent?
The Advance Notice By-Law was adopted and became effective immediately on January 29, 2025. However, its continued validity is contingent upon confirmation by an ordinary resolution of the shareholders at the 2025 Annual Meeting of Shareholders. If not confirmed, it will terminate.
What are the key deadlines for shareholders related to the 2025 Annual Meeting?
The key deadlines are: February 24, 2025, for submitting shareholder proposals for inclusion in proxy materials; May 8, 2025, for delivering shareholder director nominations under the Advance Notice By-Law; and April 18, 2025, for shareholders intending to solicit proxies for director nominees other than the company's nominees.
What happens if a shareholder does not follow the Advance Notice By-Law procedures for nominating directors?
Except as otherwise provided by applicable law and the company's Restated Articles of Incorporation, any person not nominated in accordance with the provisions of the Advance Notice By-Law will not be eligible for election as a director of the Company.
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