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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 5, 2026
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 5.02 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 |