Charles River Laboratories International Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$CRL
Biotechnology: Commercial Physical & Biological Resarch
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 20, 2025, Charles River Laboratories International, Inc. (the “Company”) and Mr. James C. Foster, Chair, President and Chief Executive Officer of the Company, entered into, and the Board approved, Amendment No. 1 (the “Foster Amendment”) to Mr. Foster’s Amended and Restated Employment Agreement with the Company, dated as of May 18, 2021 (the “Foster Employment Agreement”), which was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 18, 2021. The Foster Amendment extends the term of Mr. Foster’s employment by an additional year (i.e., until February 12, 2027). Except for the extension of the employment term, all other terms and conditions of the Foster Employment Agreement remain unchanged.
The foregoing description of the Foster Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the complete text of such document, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2025.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on May 20, 2025. For more information on the following proposals, see the Company’s proxy statement dated April 2, 2025. At the Company’s Annual Meeting, the following proposals were adopted by the votes specified below:
(a) The following seven (7) directors were elected to serve until our 2026 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 | 39,676,718 | 1,908,059 | 168,585 | 2,209,405 | ||||||||||
| Nancy C. Andrews | 41,118,490 | 527,489 | 107,383 | 2,209,405 | ||||||||||
| Reshema Kemps-Polanco | 41,361,456 | 334,274 | 57,632 | 2,209,405 | ||||||||||
| George Llado, Sr. | 41,088,535 | 556,279 | 108,548 | 2,209,405 | ||||||||||
| Martin W. Mackay | 41,242,976 | 452,454 | 57,932 | 2,209,405 | ||||||||||
| Craig B. Thompson | 41,508,432 | 187,344 | 57,586 | 2,209,405 | ||||||||||
| Virginia M. Wilson | 40,996,334 | 649,369 | 107,659 | 2,209,405 | ||||||||||
As previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on May 7, 2025, each of Robert Bertolini, Deborah T. Kochevar, George E. Massaro and Richard F. Wallman chose not stand for re-election to the Board at the 2025 Annual Meeting, following the expiration of their respective terms prior to the 2025 Annual Meeting (resulting in four vacancies on the Board). On May 20, 2025, the Board appointed Steven Barg, Mark Enyedy, Abraham Ceesay, and Paul Graves to the Board, each with a term expiring at the 2026 Annual Meeting of Shareholders.
(b) The shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 40,218,870 | 1,432,240 | 102,252 | 2,209,405 | ||||||||
(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 | ||||||||
| 42,348,057 | 1,551,238 | 63,472 | 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.
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| For | Against | Abstain | Broker Non-Votes | ||||||||
| 3,457,547 | 38,051,509 | 244,306 | 2,209,405 | ||||||||
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 23, 2025 | By: | /s/ Matthew L. Daniel | ||||||||
| Matthew L. Daniel, Corporate Senior Vice President, | |||||||||||
| General Counsel, Corporate Secretary & Chief Compliance Officer | |||||||||||
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