Current Report · Items 5.02, 9.01 · 8-K
Celestica, Inc.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 24, 2026, Michael M. Wilson, Chair of the Board of Directors (the “Board”) of Celestica Inc.…
Filed Mar 24, 2026Accepted Mar 24, 2026, 4:23 PM EDTCIK 1030894Accession 0001104659-26-033887
Company context
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.
Current securities
Disclosure sections
Items 5.02, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On March 24, 2026, Michael M. Wilson, Chair
of the Board of Directors (the “Board”) of Celestica Inc. (the “Company”), informed the Company that he will not
stand for re-election as a director at the Company’s 2026 annual meeting of shareholders (the “2026 AGM”), effective
as of immediately prior to the 2026 AGM. Mr. Wilson’s decision to retire was consistent with the Company’s director retirement
policy and was not due to any disagreement with the Company on any matter relating to its operations, policies or practices.
In connection with Mr. Wilson’s departure,
Robert A. Mionis, President and CEO of the Company, was appointed as Chair of the Board, and Laurette T. Koellner was appointed as Lead
Independent Director of the Board, both effective as of immediately prior to the 2026 AGM.
On March 24, 2026, the Board also appointed
David Reeder as a member of the Board, effective May 1, 2026. The Board has determined that Mr. Reeder qualifies as an independent
director under Canadian securities laws and New York Stock Exchange listing standards. Mr. Reeder has been appointed to the Company’s
Audit Committee, Human Resources and Compensation Committee and Nominating and Corporate Governance Committee, effective May 1, 2026.
He will be compensated in accordance with the director compensation policies and principles applicable to the Board.
Mr. Reeder is an experienced executive with
expertise in leading global semiconductor and technology enterprises. He currently serves as President, Chief Executive Officer and a
member of the board of directors of Entegris, Inc. Prior to that, he served as Chief Financial Officer at Chewy from 2024 to 2025
and as Chief Financial Officer at GlobalFoundries from 2020 to 2024 where he oversaw the company’s initial public offering in 2021.
He previously held executive positions at Tower Hill Insurance Group, Lexmark International Inc., Electronics for Imaging Inc., Cisco,
Broadcom and Texas Instruments Incorporated. He served on the board of directors of Alphawave IP Group plc from 2023 to 2025. Mr. Reeder
brings to the Board significant financial and operational leadership experience across multiple industries.
There are no arrangements or understandings between
Mr. Reeder and any other person pursuant to which Mr. Reeder was selected as a director, and there are no transactions in which
the Company is a participant and in which Mr. Reeder has a material interest subject to disclosure under Item 404(a) of Regulation
S-K.
A copy of the press release announcing the appointments
is attached as Exhibit 99.1 to this report.
Filed exhibits (1)
EX-99.1 (by filename) tm269620d1_ex99-1.htmEX-99.1
2
tm269620d1_ex99-1.htm
EXHIBIT 99.1
Exhibit
99.1
FOR Tuesday,
IMMEDIATE RELEASE March 24, 2026
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Celestica
Announces Chair Succession and Appointment of New Director
TORONTO,
March 24, 2026 (GLOBE NEWSWIRE) -- Celestica Inc. (NYSE: CLS) (TSX: CLS), a global leader in data center infrastructure and advanced
technology solutions, today announced that Michael Wilson will retire as Chair of Celestica’s Board of Directors (the “ Board ”)
effective as of immediately prior to its Annual Meeting of Shareholders (“ 2026 Annual Meeting ”) on May 19, 2026
and will not stand for re-election as a director at the 2026 Annual Meeting.
Effective
as of immediately prior to the 2026 Annual Meeting, Rob Mionis, current President and Chief Executive Officer, will assume the role of
the Chair of the Board (the “ Board Chair ”) and Laurette Koellner, a veteran member of the Board, will be appointed
as Lead Independent Director. Mr. Mionis has served as a member of the Board since 2015 and brings extensive leadership and a comprehensive
understanding of the company’s business to this new role. Ms. Koellner brings deep f…
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