Charles River Laboratories International Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 5, 2026, Charles River Laboratories International, Inc. (the “Company”) held its 2026 annual meeting of shareholders (the “Annual Meeting”). As further discussed below, at the Annual Meeting, the shareholders of the Company approved the Company’s 2026 Long-Term Incentive Plan (the “2026 Incentive Plan”). The Board of Directors of the Company had previously approved and adopted the 2026 Incentive Plan on March 11, 2026, subject to the approval of the shareholders of the Company.
The material features of the 2026 Incentive Plan are described in detail under “Proposal 3 - Approval of the 2026 Long-Term Incentive Plan” of the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed by the Company with the Securities and Exchange Commission on March 31, 2026 (the “Proxy Statement”).
A copy of the 2026 Incentive Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Company’s Annual Meeting, the following proposals were adopted by the votes specified below. For more information on the following proposals, see the Company’s Proxy Statement.
(a) The following twelve (12) directors were elected to serve until our 2027 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 | |
| Nancy C. Andrews | 42,650,297 | 1,439,768 | 12,630 | 1,745,648 |
| Steven Barg | 43,590,311 | 493,258 | 19,126 | 1,745,648 |
| Abraham Ceesay | 35,798,426 | 8,288,770 | 15,499 | 1,745,648 |
| Mark Enyedy | 43,555,383 | 531,825 | 15,487 | 1,745,648 |
| Birgit Girshick | 44,023,112 | 67,096 | 12,487 | 1,745,648 |
| Paul Graves | 43,921,209 | 165,954 | 15,532 | 1,745,648 |
| James C. Foster | 43,504,046 | 580,009 | 18,640 | 1,745,648 |
| Reshema Kemps-Polanco | 42,762,359 | 1,325,991 | 14,345 | 1,745,648 |
| George Llado, Sr. | 43,433,616 | 624,853 | 44,226 | 1,745,648 |
| Martin W. Mackay | 43,893,349 | 195,758 | 13,588 | 1,745,648 |
| Craig B. Thompson | 43,544,080 | 543,155 | 15,460 | 1,745,648 |
| Virginia M. Wilson | 43,590,754 | 498,251 | 13,690 | 1,745,648 |
(b) The shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers.
| For | Against | Abstain | Broker Non-Votes |
| 41,356,139 | 2,716,251 | 30,305 | 1,745,648 |
(c) The shareholders approved the 2026 Long-Term Incentive Plan.
| For | Against | Abstain | Broker Non-Votes |
| 41,523,179 | 2,561,994 | 17,522 | 1,745,648 |
(d) The shareholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for fiscal 2026.
| For | Against | Abstain | Broker Non-Votes |
| 43,646,371 | 2,186,700 | 15,272 | 0 |
Computershare Trust Company, N.A., our transfer agent, acted as independent proxy tabulator and Inspector of Election at the Annual Meeting of Shareholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | |
| Number | Description |
| 10.1 | 2026 Long-Term Incentive Plan |
| 104 | The cover page from this Current Report on Form 8-K, formatted as inline XBRL |
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 11, 2026 |
By: | /s/ Matthew L. Daniel |
| Matthew L. Daniel, Corporate Senior Vice President, | ||
| General Counsel, Corporate Secretary & Chief Compliance Officer |