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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


May 8, 2024
Date of Report (Date of earliest event reported)


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-15943 06-1397316
(State or Other
Jurisdiction of Incorporation)
(Commission File Number) (IRS Employer
Identification No.)

251 Ballardvale Street
Wilmington, Massachusetts 01887
(Address of Principal Executive Offices) (Zip Code)

781-222-6000
(Registrant’s Telephone Number, including Area Code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.01 par value CRL New York Stock Exchange
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.07 Submission of Matters to a Vote of Security Holders

Charles River Laboratories International, Inc. (the "Company") held its Annual Meeting of Shareholders on May 8, 2024. For more information on the following proposals, see the Company’s proxy statement dated March 29, 2024. At the Company’s Annual Meeting, the following proposals were adopted by the votes specified below:

(a) The following eleven (11) directors were elected to serve until our 2025 Annual Meeting of Shareholders and received the number of votes listed opposite each of their names below:
Number of Shares Voted For Number of Shares Voted Against Number of Shares Abstained Broker Non-Votes
James C. Foster 43,667,281 2,380,275 140,644 2,038,517
Nancy C. Andrews 45,474,179 688,931 25,090 2,038,517
Robert J. Bertolini 44,599,861 1,562,940 25,399 2,038,517
Reshema Kemps-Polanco 46,096,094 66,865 25,241 2,038,517
Deborah T. Kochevar 43,252,303 2,910,578 25,319 2,038,517
George Llado, Sr. 45,449,038 713,929 25,233 2,038,517
Martin W. Mackay 39,753,364 6,409,765 25,071 2,038,517
George E. Massaro 43,532,473 2,629,967 25,760 2,038,517
Craig B. Thompson 46,041,753 121,233 25,214 2,038,517
Richard F. Wallman 44,122,023 2,040,680 25,497 2,038,517
Virginia M. Wilson 45,342,311 820,481 25,408 2,038,517

(b) The shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers.
For Against Abstain Broker Non-Votes
43,833,503 2,299,362 55,335 2,038,517

(c) The shareholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for fiscal 2024.
For Against Abstain Broker Non-Votes
45,612,837 2,586,704 27,176 0

(e) The shareholders did not approve the shareholder proposal submitted by PETA to publish a report on non-human primates imported by the Company.

For Against Abstain Broker Non-Votes
11,428,432 34,538,572 221,196 2,038,517

Computershare Trust Company, N.A., our transfer agent, acted as independent proxy tabulator and Inspector of Election at the Annual Meeting of Shareholders.
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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 hereunto duly authorized.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
 
Date: May 10, 2024 By: /s/ Matthew L. Daniel
Matthew L. Daniel, Corporate Senior Vice President,
General Counsel, Corporate Secretary & Chief Compliance Officer

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