Celestica (CLS) Proxy filing summary

Executive summary

• Delivered exceptional 2025 results, surpassing financial targets with 28% revenue growth and 220% stock price increase.

• Board refined oversight structure, emphasizing technology strategy and risk delegation to committees.

• Significant board refreshment with new appointments and leadership transitions, including a new Chair and Lead Independent Director.

• Continued focus on scaling business and creating shareholder value in 2026.

Voting matters and shareholder proposals

• Shareholders to vote on election of nine directors, appointment of KPMG LLP as auditor, and advisory approval of executive compensation.

• Board recommends voting in favor of all proposals.

• Majority voting policy in place for director elections.

Board of directors and corporate governance

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

• Board and committee mandates updated to address AI, ESG, and overboarding limits.

• Annual board and director assessments, orientation, and ongoing education programs.

• Board composition includes 33% women and a mix of tenures for diversity and renewal.