FORM 6-K
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
 
For the month of May, 2012
 
001-14832
(Commission File Number)

 
CELESTICA INC.
(Translation of registrant’s name into English)

 
844 Don Mills Road
Toronto, Ontario
Canada M3C 1V7
(416) 448-5800
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
 
Form 20-Fx	 	Form 40-Fo	
 
Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
 
Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

 
Celestica Inc.
 
The following information filed with this Form 6-K is not incorporated by reference in Celestica Inc.’s registration statements, the prospectuses included therein, or any registration statement subsequently filed by Celestica Inc. with the Securities and Exchange Commission:
 
·                 Report of Voting Results from the Annual Meeting of Shareholders held on April 24, 2012, the text of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Exhibits
 
99.1  -                Report of Voting Results from the Annual Meeting of Shareholders held on April 24, 2012
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 	 	CELESTICA INC.	 	

Date:      May 1, 2012	BY:	/S/ ELIZABETH L. DELBIANCO	
 	 	Elizabeth L. DelBianco	 	
 	 	Chief Legal Officer	 	
 
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EXHIBIT INDEX
 
99.1  -                Report of Voting Results from the Annual Meeting of Shareholders held on April 24, 2012
 
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Exhibit 99.1
 
 	Exhibit 99.1 Celestica Inc. Annual Meeting of Shareholders April 24,2012 REPORT OF VOTING RESULTS National Instrument 51-102 - Continuous Disclosure Obligations Section 11.3 Matters Voted Upon Business Outcome of Vote 1. Election of each director nominee proposed in the Management Information Circular of the Company dated March 7, 2012. Carried – See Schedule “A” hereto for the Scrutineers’ report on the ballot. 2. Appointment of KPMG LLP as the auditor of the Company until the next annual meeting of the Company’s shareholders or until its successor is duly appointed and to authorize the directors to fix its remuneration. Carried – See Schedule “A” hereto for the Scrutineers’ report on the proxies. 3. Approval of advisory resolution on the Company’s approach to executive compensation. Carried – See Schedule “A” hereto for the Scrutineers’ report on the ballot. DATED this 30th day of April, 2012. CELESTICA INC. By: (signed) “Elizabeth DelBianco” Name : Elizabeth DelBianco Title: Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary	

 	Schedule “A”	

 	Computershare CELESTICA INC. ANNUAL MEETING OF SHAREHOLDERS HELD ON APRIL 24, 2012 REPORT ON PROXIES SUBORDINATE & MULTIPLE VOTING - COMBINED VOTES MOTIONS FOR NUMBER OF VOTES PERCENTAGE OF VOTES CAST AGAINST WITHHELD SPOILED NON VOTE FOR AGAINST WITHHELD Elect Dan DiMaggio as Director 604,162,584 0 973,922 0 4,518,593 99.84% 0.00% 0.16% Elect William A. Etherington as Director 604,522,717 0 613,789 0 4,518,593 99.90% 0.00% 0.10% Elect Laurette Koellner as Director 604,159,708 0 976,798 0 4,518,593 99.84% 0.00% 0.16% Elect Craig H. Muhlhauser as Director 604,517,802 0 618,704 0 4,518,593 99.90% 0.00% 0.10% Elect Joseph M. Natale as Director 604,777,808 0 358,698 0 4,518,593 99.94% 0.00% 0.06% Elect Eamon J. Ryan as Director 604,161,364 0 975,142 0 4,518,593 99.84% 0.00% 0.16% Elect Gerald W. Schwartz as Director 590,070,165 0 15,066,341 0 4,518,593 97.51% 0.00% 2.49% Elect Michael Wilson as Director 596,443,455 0 8,693,050 0 4,518,594 98.56% 0.00% 1.44% Appointment of Auditors 600,867,088 0 8,787,310 0 701 98.56% 0.00% 1.44% Advisory resolution on Celestica Inc.’s approach to executive compensation. 595,462,536 0 9,673,971 0 4,518,592 98.40% 1.60% 0.00% TOTAL SHAREHOLDERS VOTED BY PROXY: 177 TOTAL VOTES ISSUED & OUTSTANDING: 668,855,271 /s/ FLORENCE SMITH /s/ SHIRLEY TOM TOTAL VOTES: 609,655,099 FLORENCE SMITH SHIRLEY TOM TOTAL % OF VOTES: 91.15% SCRUTINEER SCRUTINEER

 	Computershare CELESTICA INC. ANNUAL MEETING OF SHAREHOLDERS HELD ON APRIL 24, 2012 REPORT ON PROXIES SUBORDINATE VOTING SHARES MOTIONS NUMBER OF SHARES PERCENTAGE OF VOTES CAST FOR 130,503,384 AGAINST 0 WITHHEtD 973,922 SPOILED 0 NON VOTE 4,518,593 FOR AGAINST WITHHELD Elect Dan DiMaggio as Director 99.26% 0.00% 0.74% Elect William A. Etherington as Director 130,863,517 0 613,789 0 4,518,593 99.53% 0.00% 0.47% Elect Laurette Koellner as Director 130,500,508 0 976,798 0 4,518,593 99.26% 0.00% 0.74% Elect Craig H. Muhlhauser as Director 130,858,602 0 618,704 0 4,518,593 99.53% 0.00% 0.47% Elect Joseph M. Natale as Director 131,118,608 0 358,698 0 4,518,593 99.73% 0.00% 0.27% Elect Eamon J. Ryan as Director 130,502,164 0 975,142 0 4,518,593 99.26% 0.00% 0.74% Elect Gerald W. Schwartz as Director 116,410,965 0 15,066,341 0 4,518,593 88.54% 0.00% 11.46% Elect Michael Wilson as Director 122,784,255 0 8,693,050 0 4,518,594 93.39% 0.00% 6.61% Appointment of Auditors 127,207,888 0 8,787,310 0 701 93.54% 0.00% 6.46% Advisory resolution on Celestica Inc.’s approach to executive compensation. 121,803,336 0 9,673,971 0 4,518,592 92.64% 7.36% 0.00% TOTAL SHAREHOLDERS VOTED BY PROXY: 175 TOTAL SHARES ISSUED OUTSTANDING: 195,196,071 TOTAL SHARES VOTED: 135,995,899 /s/ FLORENCE FLORENCE /s/ SMITH SHIRLEY SMITH SHIRLEY TOM TOTAL % OF SHARES VOTED: 69.67% SCRUTINEER SCRUTINEER

 	CELESTICA INC. ANNUAL MEETING OF SHAREHOLDERS HELD ON APRIL 24, 2012 REPORT ON PROXIES MULTIPLE VOTING SHARES NUMBER OF SHARES PERCENTAGE OF VOTES CAST MOTIONS FOR AGAINST WITHHELD SPOILED NON VOTE FOR AGAINST WITHHELD Elect Dan DiMaggio as Director 18,946,368 0 0 0 0 100.00% 0.00% 0.00% Elect William A. Etherington as Director 18,946,368 0 0 0 0 100.00% 0.00% 0.00% Elect Laurette Koellner as Director 18,946,368 0 0 0 0 100.00% 0.00% 0.00% Elect Craig H. Muhlhauser as Director 18,946,368 0 0 0 0 100.00% 0.00% 0.00% Elect Joseph M. Natale as Director 18,946,368 0 0 0 0 100.00% 0.00% 0.00% Elect Eamon J. Ryan as Director 18,946,368 0 0 0 0 100.00% 0.00% 0.00% Elect Gerald W. Schwartz as Director 18,946,368 0 0 0 0 100.00% 0.00% 0.00% Elect Michael Wilson as Director 18,946,368 0 0 0 0 100.00% 0.00% 0.00% Appointment of Auditors 18,946,368 0 0 0 0 100.00% 0.00% 0.00% Advisory resolution on Celestica Inc.’s approach to executive compensation. 18,946,368 0 0 0 0 100.00% 0.00% 0.00% TOTAL SHAREHOLDERS VOTED BY PROXY: 2 TOTAL SHARES ISSUED OUTSTANDING: 18,946,368 /s/ FLORENCE SMITH /s/ SHIRLEY TOM TOTAL SHARES VOTED: 18,946,368 FLORENCE SMITH SHIRLEY TOM TOTAL % OF SHARES VOTED: 100.00% SCRUTINEER SCRUTINEER	

 	CELESTICA INC. ANNUAL MEETING OF SHAREHOLDERS HELD ON APRIL 24, 2012 REPORT ON BALLOT SUBORDINATE & MULTIPLE VOTING SHARES MOTION # 1 Election of Directors We, the undersigned scrutineers, hereby report that the result of the vote by ballot with respect to the above matter is as follows: TOTAL VOTES MARKET INVESTOR VOTES* NAME FOR % WITHHELD % FOR % WITHHELD % Dan DiMaggio 604,166,471 99.84% 975,422 0.16% 129,816,934 99.25% 975,422 0.75% William A. Etherington 604,526,604 99.90% 615,289 0.10% 130,177,067 99.53% 615,289 0.47% Laurette Koellner 604,163,595 99.84% 978,298 0.16% 129,814,058 99.25% 978,298 0.75% Craig H. Muhlhauser 604,521,689 99.90% 620,204 0.10% 130,172,152 99.53% 620,204 0.47% Joseph M. Natale 604,781,695 99.94% 360,198 0.06% 130,432,158 99.72% 360,198 0.28% Eamon J. Ryan 604,165,251 99.84% 976,642 0.16% 129,815,714 99.25% 976,642 0.75% Gerald W. Schwartz 590,074,052 97.51% 15,067,841 2.49% 115,724,515 88.48% 15,067,841 11.52% Michael Wilson 596,446,842 98.56% 8,695,050 1.44% 122,097,305 93.35% 8,695,050 6.65% * Market Investor Votes are the votes cast by shareholders other than the controlling shareholder and its associates. /s/ Florence Smith /s/ Shirley Tom Florence Smith Shirley Tom Scrutineer Scrutineer The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered shareholders (and voting instruction forms returned directly to us by non-objecting beneficial holders, if applicable) combined with unaudited reports of beneficial holder voting supplied by one or more third parties. As such we are only responsible for and warrant the accuracy of our own tabulation. Computershare is not responsible for and does not warrant the accuracy of the unaudited reports of beneficial holders supplied by third parties. If Computershare has mailed voting instruction forms directly to non-objecting beneficial holders on behalf of issuers, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. As Computershare has no direct access to intermediary records, Computershare is unable to reconcile the details of non-objecting beneficial ownership as provided to us with the details of intermediary positions within the records of the Canadian Depository for Securities. In some cases, insufficient shares may be held within intermediary positions at the Depository as at record date to support the shares represented by voting instruction forms received directly from non-objecting beneficial holders or returned to us by third parties. In these cases, overvoting rules are applied as directed by the Chair. In addition, acting on the instructions of the Chair of the meeting, we may have included in our report on attendance, the details of beneficial holders attending in person, whose ownership we cannot directly confirm or verify but which may be supported by documentation such as a voting instruction form supplied by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the instructions from the Chair, delivery of which to Computershare is hereby acknowledged by the recipient of this report, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.	

 	CELESTICA INC. ANNUAL MEETING OF SHAREHOLDERS HELD ON APRIL 24, 2012 REPORT ON BALLOT SUBORDINATE & MULTIPLE VOTING SHARES MOTION #3 Advisory resolution on Celestica Inc.’s approach to executive compensation. We, the undersigned scrutineers, hereby report that the result of the vote by ballot with respect to the above matter is as follows: TOTAL VOTES MARKET INVESTOR VOTES * FOR the motion 595,465,923 98.40% 121,116,386 92.60% AGAINST the motion 9,675,971 1.60% 9,675,971 7.40% Total 605,141,894 130,792,357 * Market Investor Votes are the votes cast by shareholders other than the controlling shareholder and its associates. /s/ Florence Smith /s/ Shirley Tom Florence Smith Shirley Tom Scrutineer Scrutineer The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered shareholders (and voting instruction forms returned directly to us by non-objecting beneficial holders, if applicable) combined with unaudited reports of beneficial holder voting supplied by one or more third parties. As such we are only responsible for and warrant the accuracy of our own tabulation. Computershare is not responsible for and does not warrant the accuracy of the unaudited reports of beneficial holders supplied by third parties. If Computershare has mailed voting instruction forms directly to non-objecting beneficial holders on behalf of issuers, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. As Computershare has no direct access to intermediary records, Computershare is unable to reconcile the details of non-objecting beneficial ownership as provided to us with the details of intermediary positions within the records of the Canadian Depository for Securities. In some cases, insufficient shares may be held within intermediary positions at the Depository as at record date to support the shares represented by voting instruction forms received directly from non-objecting beneficial holders or returned to us by third parties. In these cases, overvoting rules are applied as directed by the Chair. In addition, acting on the instructions of the Chair of the meeting, we may have included in our report on attendance, the details of beneficial holders attending in person, whose ownership we cannot directly confirm or verify but which may be supported by documentation such as a voting instruction form supplied by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the instructions from the Chair, delivery of which to Computershare is hereby acknowledged by the recipient of this report, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.