Good morning, ladies and gentlemen.
Hello.
I'm Michael Wilson, Chair of the Board of Celestica, and I'll act as Chair of this annual and special meeting of shareholders. I'm joined by Rob Mionis, our President and CEO, Mandeep Chawla, our CFO, Doug Parker, Chief Legal Officer and Corporate Secretary, and Pam White, Senior Director of Communications. All of the director nominees have joined the meeting as well. Before we proceed with the business of the meeting, I'd like to welcome everyone joining us today. 2024 was a strong year for Celestica, marked with exceptional progress and momentum. We achieved strong financial results and established a strong, solid foundation for future growth. At this time, I'd also like to thank Laurette Koellner for her many years of service on the board. We wish her the best in the future, and we certainly miss Laurette.
As was the case last year, this meeting is being held as a hybrid meeting. Our goal is to replicate, as best we can, the experience that shareholders attending virtually would have if they were at the meeting in person. As in the past, we expect that the vast majority of all votes will have been cast in advance of the meeting by proxy. That said, registered shareholders and duly appointed proxy holders will be allowed to vote in person or online in accordance with the instructions to be provided. Given the hybrid format of the meeting, and in order for us to expediently undertake discussion on any matter proposed for a vote, we'll pause at certain points during the meeting to provide an opportunity to vote or ask questions.
However, we'd encourage registered shareholders or duly appointed proxy holders participating online who have specific questions on a formal item of business to submit such questions now by clicking on the message icon and then clearly identifying the applicable item of formal business, as well as your name and contact information. Some such questions will be addressed prior to voting on the applicable motions. Following the meeting, Mr. Mionis will be providing a brief update on the affairs of the company, and he and Mr. Chawla will be available to respond to your questions.
If you have a question on the business of the company but not specifically related to a formal item of business to be voted upon at the meeting, please wait until the general Q&A session following the conclusion of the meeting, or if you are participating online, you may submit the question along with your contact information at any time, and it will be considered for the Q&A session. If we're unable to address your question during the Q&A session, Ms. White or a formal member of her team will follow up with you after the meeting. At this meeting and during management's presentation, we'll make statements containing forward-looking information and refer to certain non-GAAP financial measures.
I bring to your attention the cautionary note regarding such forward-looking statements, which, for those here attending in person, has been printed and made available to you, and for those participating online, is available by clicking on the highlighted documents dropdown icon at the top right of your screen and on our website. I now call the meeting to order. With the consent of the meeting, Doug Parker will act as Secretary of this meeting, and Josette Koffyberg of Computershare Investor Services, Inc. will act as scrutineer, also known as the Inspector of Elections, for this meeting. The Secretary will now report on certain procedural matters.
Mr. Chair, I can report that the notice of this meeting, proxy statement, proxy card, and the consolidated financial statements of the company for the financial year ended December 31st, 2024, as well as the independent auditor's report thereon, have been mailed or made available to the requisite recipients in compliance with applicable requirements. The scrutineer has provided a preliminary report on the attendance, and I confirm that the requisite quorum of shareholders is present in person or represented by proxy at this meeting. Accordingly, the meeting is properly constituted for the conduct of business.
Thank you, Judge. The voting at today's meeting will be conducted by ballot. If you've already submitted a proxy, it's not necessary to also vote again since your vote will be recorded in accordance with your proxy instructions. If you're a registered holder or proxy holder attending here in person and you've not already voted, or if you are a registered holder and would like to change your vote and you have not already received a ballot, please put up your hand, and when requested to do so, the scrutineers will provide you with the ballot. The ballot should be completed by marking an X in the appropriate spaces and must be clearly signed. If you are a registered shareholder, please print your name on the ballot. When you've completed and signed the ballot, please so indicate to the scrutineers who will come and collect it.
If you're a registered holder or duly appointed proxy holder participating online and you've not already voted by proxy or you would like to change your vote, you can vote when prompted. For those participating virtually, the online polls will be opened for all items of business to be voted on at the same time. This will allow you to vote on each item immediately, or if you prefer, you may wait until the conclusion of the discussion on all items prior to casting your vote. Once the online polls have been opened, the items of business to be voted on and your available voting options will be visible on the voting panel, accessible at the top of your screen. To submit a vote, please click on one of the voting choices displayed on your screen.
Once the discussion has concluded on all items of business, I'll allow for a moment and then declare the voting closed on all matters of business. I now declare the online polls open on all items of business. The first item on the agenda is the election of directors. I now ask the Secretary to propose the nominees.
I hereby nominate each of the following eight persons to serve as a Director of the company till the close of the next annual meeting of the company's shareholders or until the director's successor is duly appointed, subject to the provision of the Company's bylaws. Kulvinder Kelly Ohuja, Robert Cascella, Francoise Colpron, Jill Kale, Amar Maletira, Rob Mionis, Dr. Luis Muller, and Michael Wilson. These nominees have accepted their nomination.
Thank you. As the company did not previously receive timely notice of any further nominations of persons for election as Directors of the company, as required by the company's advance and host bylaw, I declare the nominations closed. If there is any discussion regarding the election of the nominees from those here in attendance in person, is there anything from anyone in person? Thank you. Thank you.
Who's what you said?
Sorry?
Can you repeat what you said?
If there's any questions on the nominees from anyone in person? Okay, thank you. Let us now also pause to account for any delays in the broadcasting of the online meeting to allow for questions to be submitted by shareholders participating virtually.
Mr. Chair, I confirm that we have not received any questions from shareholders participating online specifically on this item.
Thank you. Whether you're participating online or in person, please follow the same voting instructions I provided at the start of the meeting. The next item of business is the appointment of the independent auditors of the company and the authorization of the Board of Directors to fix the independent auditor's remuneration. May I have a motion?
I move that KPMG LLP be appointed the independent auditor of the company until the close of the next annual meeting of the company's shareholders and to authorize the Board to fix the remuneration to be paid to the company's independent auditor.
Thank you, Doug. Is there any discussion on the matter from those in attendance? Thank you. Let us now pause to account for any delay in the broadcasting of the online meeting to allow for questions to be submitted by shareholders participating virtually.
Mr. Chair, I confirm that we have not received any questions from shareholders participating online specifically on this item.
Whether you're participating online or in person, please follow the same voting instructions that I provided at the start of the meeting. The next item of business is the advisory resolution on the company's approach to named executive officer compensation, or as it's commonly referred, a say-on-pay vote. Shareholders are being asked to approve on an advisory basis and not to diminish the role and responsibilities of the Board of Directors the compensation paid to named executive officers, as disclosed in the company's proxy statement delivered in advance of this meeting.
I hereby move that the say-on-pay resolution appearing on page 36 of the company's proxy statement be approved.
Thank you. Is there any discussion of the matter of those in attendance in person? Thank you. Let us now also pause again to account for any delay in the broadcasting of the online meeting to allow for questions to be submitted by shareholders participating virtually.
Mr. Chair, I confirm that we have not received any questions from shareholders participating online specifically on this item.
Thank you, Pam. Whether you're participating online or in person, please follow the same voting instructions I provided at the start of the meeting. The next item of business is the advisory resolution on the frequency for which shareholders believe an advisory vote on executive compensation or say-on-pay vote should occur. Shareholders may indicate whether they prefer that we hold a say-on-pay vote every one year, two years, or three years, or they may abstain from this vote. The Board has determined that a say-on-pay every year is the best approach for the company and our shareholders. Having a say-on-pay vote annually will give us the opportunity to receive shareholder feedback on our executive compensation on a timely and regular basis and to consider the feedback as part of our annual executive comp.
I hereby move that the frequency of the say-on-pay vote resolution appearing on page 79 of the company's proxy statement be approved.
Thank you. Is there any discussion on the matter from those in attendance? Thank you. Let us now also pause to account for any delay again in broadcasting of the online meeting to allow for questions to be submitted by shareholders participating virtually.
Mr. Chair, I confirm that we have not received any questions from shareholders participating online specifically on this item.
Whether you're participating online or in person, please follow the same voting instructions I provided at the start of the meeting. The next item of business is the approval of Celestica Inc 2025 Long-Term Incentive Plan for the benefit of employees, consultants, directors of the corporation, and its affiliates by ordinary resolution.
I hereby move that the ordinary resolution approving the Celestica Inc 2025 Long-Term Incentive Plan appearing on page 86 of the company's proxy statement be approved.
Thank you. Any discussion on the matter from those in attendance? Thank you again. Let us now pause to account for any delay in broadcasting of the online meeting to allow for questions to be submitted by shareholders participating virtually.
Mr. Chair, I confirm that we have not received any questions from shareholders participating online specifically on this item.
Thank you again. Whether you're participating online or in person, please follow the same voting instructions I provided at the start of the meeting. The next item of business is confirmation of Bylaw Number Two of the company by ordinary resolution to provide shareholders, directors, and management of the company with a clear framework respecting the nomination of persons for election as directors as disclosed in the company's proxy statement delivered in advance of this meeting.
I hereby move that the ordinary resolution confirming the adoption of bylaw two appearing on page 88 of the company's proxy statement be approved.
Thank you. Again, is there any discussion of the matter from those in attendance in person? Thank you. Let us now pause again to account for delay in broadcasting of the online meeting to allow for questions to be submitted by shareholders virtually.
Mr. Chair, I confirm that we have not received any questions from shareholders participating online specifically on this item.
Whether you're participating online or in person, please follow the same voting instructions I provided at the start of the meeting. We'll now proceed to the next item of business, being the presentation of the company's consolidated financial statements and the independent auditor's report thereon. These were included in the annual report that was mailed or made available to each shareholder who elected to receive the report. Copies of the financial statements are also available on our website and under our profile on SEDAR and EDGAR. We will now proceed with the process of completing the online voting on all items of business of the meeting. Pam, just to double-check, given the delay in the broadcasting, have any further questions come in from shareholders participating online?
Mr. Chair, I confirm that we have not received any questions from shareholders participating online specifically on the motions.
Thank you, Pam. For those of you participating through the virtual meeting platform and you have not voted on all the items of business, please do so now. We will now pause to allow your time to vote. That concludes the voting at today's meeting. I would ask that the scrutineer compile the preliminary report regarding the results of voting on all business matters. May I have the scrutineer's preliminary report on the votes conducted by ballot at this meeting?
Mr. Chair, the scrutineer has now reported to me that based solely on proxies submitted prior to the commencement of this meeting, all matters put to a ballot at this meeting have been passed with the requisite shareholder support.
Thank you, Doug. I declare that the individuals nominated are elected as directors. The scrutineer's report also shows that based solely on proxies submitted prior to the commencement of this meeting, each elected director received votes in excess of the thresholds established under Celestica's Majority Voting Policy, as described in the proxy statement. I also declare that KPMG LLP has been appointed the independent auditor of the company and that the directors have been authorized to fix the independent auditor's remuneration. I hereby declare the advisory resolution approving Named Executive Compensation to have passed. I also hereby declare the advisory resolution regarding the frequency of holding future advisory votes on executive compensation to have received the highest number of votes in favor of holding the vote every one year.
Finally, I declare that the resolutions regarding the 2025 Long-Term Incentive Plan and Bylaw Number Two have each been approved by the requisite majority. The number of votes cast in favor of, withheld from voting, or voted against each item of business at this meeting will be reported as part of the report on voting results to be filed following this meeting. As there's no other business that may properly come before this meeting, I declare the meeting terminated and thank you. Now that the formal part of the meeting has been concluded, I'd like to invite Mr. Mionis to provide some remarks, after which he and Mr. Chawla will take shareholder questions. Rob?
Thank you, Mike, and good morning, everyone. Welcome to our 2025 annual meeting. I appreciate the opportunity to speak with our shareholders and employees today. This past year, Celestica has built strong momentum and made exceptional progress on our strategy. We continue to strengthen our position in each of our segments, delivering on our commitments, advancing our strategies and roadmaps, and building deeper partnerships with our customers. Our depth of capabilities across both our Connectivity and Cloud Solutions, or CCS, segment, and our Advanced Technology Solutions, or ATS, segment, allows us to deliver innovative and tailored solutions to our customers, delivering impact to where it matters most. In our CCS segment, our comprehensive design and engineering capabilities have made us a trusted partner for building highly customized, leading-edge platform solutions for data centers.
The growth in this segment is fueled by strong demand for hyperscaler customers as they scale their data center infrastructure to support the demand for artificial intelligence, machine learning, and cloud computing. The innovation and growth of our AI data center platforms, combined with the exceptional execution of our team, continue to drive strong performance in this segment. In our ATS segment, we provide key strategic benefits and synergies for our overall business. These include diversification, specialized capabilities, and access to markets driven by strong, enduring trends and limited by strict regulatory barriers. In ATS, we are investing in key capabilities and providing tailored solutions with an emphasis on engineering that can lead to high-value manufacturing opportunities. We remain committed to executing on our strategic roadmaps, which include investing to grow our presence in key markets with strategic customers, as well as enhancing our engineering capabilities.
While our customers across our markets are unique, they are united in what they seek from us: a trusted partner who not only delivers consistently and with excellence, but also guides them through change and complexity and drives the innovation that helps them stay ahead. As a company, we are focused on being future-ready. For us, a future-ready business is one that is agile, responsive, and can adapt to the fast-changing and often unpredictable market. It defines our commitment to staying ahead of the curve, anticipating market shifts, and capitalizing on emerging trends. As we move forward, we are adapting, innovating, pushing boundaries, and shaping a tomorrow that is bolder. I would like to close by thanking our talented employees around the globe whose commitment, hard work, and passion are the driving force behind our success.
Our Board of Directors for their guidance and my fellow shareholders for your trust and support. We appreciate your confidence in our direction. Thank you, and now we'd be happy to take any questions.
We have one question. Please come over to the microphone up here.
Yeah, just over by the table.
All right. You've got a Celestica's got a global footprint. Given the geopolitical risks, I guess I would say at this point in time, how are you adapting to the trend of nearshoring or regionalization of your business?
Sure. So thanks for the question. Feel free to say. Like you said, we are a global company. We're in 16 different countries right now, and we have sufficient capacity in areas such as China, but also Southeast Asia, in Mexico, and in the United States. Our customers today have been utilizing the global footprint in the best way that they need it. To this point, we have not seen any major programs moving out of basically any of our major countries towards the United States. We are actively having conversations with our customers so that they can understand at what point do tariffs, if they were to be implemented, maybe remove a cost arbitrage opportunity that they currently have. There's a lot of wait and see right now. We haven't seen any programs shift out of any major country.
We haven't actually seen a reduction in new wins pointed towards countries outside of the United States. We have customers who are very aware of if they did want to shift, whether or not we would be able to support them, and the answer is we can. We have a lot of capacity in Mexico. We have a lot of capacity in the United States, and we have a lot of capacity in Canada. Should customers choose to make that move, we'd be able to help them with the network that we already have.
Okay. Great. Thank you. Just one more brief question. During the first quarter, you had pretty strong growth in the CCS sector. I guess that's consistent, obviously, with the trends toward AI and cloud computing. How are you going to continue the momentum or try to capture a larger share of the AI market?
Yeah. CCS right now has experienced very strong growth in the first quarter, and we expect very strong growth for the full year. We continue to gain share with all our hyperscalers. The top two that we mentioned that are over 10% of our revenue, we continue to gain share with those folks. That is in the areas of next-generation products. A large portion of what we do for these customers is in the networking. The first wave was 400G switches, which we have a very large share. We also increased our share to 800G. We also announced recent wins on 1.6T, which is the next generation. Just based on that momentum, we feel confident that we continue to grow our CCS business at or above market rates.
Thank you.
You're welcome.
Thank you.
Do we have any other questions in the room? There are no further questions. That concludes our meeting today. Thank you.
Thank you.
Thank you, everyone.
This concludes the meeting. You may now disconnect.